ESSENDANT INC (Form: 10-Q, Received: 04/25/2018 17:03:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 0-10653

ESSENDANT INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

36-3141189

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015-2559

(847) 627-7000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 and Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

On April 20, 2018, the registrant had outstanding 37,656,113 shares of common stock, par value $0.10 per share.

ESSENDANT INC.

FORM 10-Q

For the Quarterly Period Ended March 31, 2018

TABLE OF CONTENTS

		Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 201 7		3
Condensed Consolidated Statements of Loss for the Three Months Ended March 31, 2018 and 201 7		4
Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, 2018 and 2017		5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017		6
Notes to Condensed Consolidated Financial Statements		7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures About Market Risk		30
Item 4. Controls and Procedures		30
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		31
Item 1A. Risk Factors		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		34
Item 6. Exhibits		35
SIGNATURES		36

P ART I – FINANCIAL INFORMATION

I TEM 1.

FINANCIAL STATEMENTS.

ESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

	(Unaudited)			(Audited)
	As of March 31,			As of December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	30,967		$	28,802
Accounts receivable, less allowance for doubtful accounts of $17,120 in 2018 and $17,102 in 2017		641,637			619,200
Inventories		704,313			821,683
Other current assets		69,523			43,044
Total current assets		1,446,440			1,512,729
Property, plant and equipment, net		129,291			132,793
Intangible assets, net		70,866			73,441
Goodwill		13,128			13,153
Other long-term assets		52,334			42,134
Total assets	$	1,712,059		$	1,774,250
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	469,981		$	500,883
Accrued liabilities		185,577			189,916
Current maturities of long-term debt		6,077			6,079
Total current liabilities		661,635			696,878
Deferred income taxes		1,172			1,192
Long-term debt		530,350			492,044
Other long-term liabilities		77,551			89,222
Total liabilities		1,270,708			1,279,336
Stockholders’ equity:
Common stock, $0.10 par value; authorized - 100,000,000 shares, issued - 74,435,628 shares in 2018 and 2017		7,444			7,444
Additional paid-in capital		414,055			412,987
Treasury stock, at cost – 36,775,019 shares in 2018 and 36,811,366 shares in 2017		(1,092,979	)		(1,093,813	)
Retained earnings		1,162,237			1,219,309
Accumulated other comprehensive loss		(49,406	)		(51,013	)
Total stockholders’ equity		441,351			494,914
Total liabilities and stockholders’ equity	$	1,712,059		$	1,774,250

See notes to condensed consolidated financial statements.

ESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF LOSS

(in thousands, except per share data)

(Unaudited)

	For the Three Months Ended
	March 31,
	2018			2017* Revised
Net sales	$	1,240,155		$	1,269,383
Cost of goods sold		1,118,979			1,083,715
Gross profit		121,176			185,668
Operating expenses:
Warehousing, marketing and administrative expenses		165,544			172,298
Restructuring charges		14,061			-
Impairment of goodwill		-			198,828
Operating loss		(58,429	)		(185,458	)
Interest and other expense, net		8,222			7,463
Loss before income taxes		(66,651	)		(192,921	)
Income tax benefit		(15,211	)		(4,328	)
Net loss	$	(51,440	)	$	(188,593	)
Net loss per share - basic:	$	(1.40	)	$	(5.15	)
Average number of common shares outstanding - basic		36,865			36,644
Net loss per share - diluted:	$	(1.40	)	$	(5.15	)
Average number of common shares outstanding - diluted		36,865			36,644
Dividends declared per share	$	0.14		$	0.14

* Revised in the first quarter of 2018 for the impact of the adoption of a new pension accounting pronouncement (see Note 9 – “Pension and Post-Retirement Benefit Plans”) for further detail.

See notes to condensed consolidated financial statements.

ESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2018			2017
Net loss	$	(51,440	)	$	(188,593	)
Other comprehensive (loss) income, net of tax
Translation adjustments		(928	)		385
Minimum pension liability adjustments		1,044			704
Cash flow hedge adjustments		1,491			68
Total other comprehensive income, net of tax		1,607			1,157
Comprehensive loss	$	(49,833	)	$	(187,436	)

See notes to condensed consolidated financial statements.

ESSENDANT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2018			2017
Cash Flows From Operating Activities:
Net loss	$	(51,440	)	$	(188,593	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		10,798			10,965
Share-based compensation		2,030			2,468
Gain on the disposition of property, plant and equipment		(234	)		(319	)
Amortization of capitalized financing costs		366			437
Deferred income taxes		(5,093	)		4,280
Change in contingent consideration		(700	)		-
Impairment of goodwill		-			198,828
Changes in operating assets and liabilities:
Increase in accounts receivable, net		(22,766	)		(1,544	)
Decrease in inventory		117,257			50,531
Increase in other assets		(30,472	)		(9,915	)
(Decrease) increase in accounts payable		(30,979	)		3,238
Decrease in accrued liabilities		(45	)		(15,828	)
Decrease in other liabilities		(10,147	)		(1,523	)
Net cash (used in) provided by operating activities		(21,425	)		53,025
Cash Flows From Investing Activities:
Capital expenditures		(7,838	)		(8,312	)
Proceeds from the disposition of property, plant and equipment		46			-
Net cash used in investing activities		(7,792	)		(8,312	)
Cash Flows From Financing Activities:
Net borrowing under revolving credit facility		39,422			90,112
Borrowings under Term Loan		-			77,600
Repayments under Term Loan		(1,518	)		-
Contingent consideration		(967	)		-
Net repayments under Securitization Program		-			(200,000	)
Net disbursements from share-based compensation arrangements		(168	)		(310	)
Payment of cash dividends		(5,209	)		(5,167	)
Payment of debt issuance costs		-			(5,678	)
Net cash provided by (used in) financing activities		31,560			(43,443	)
Effect of exchange rate changes on cash and cash equivalents		(178	)		36
Net change in cash and cash equivalents		2,165			1,306
Cash and cash equivalents, beginning of period		28,802			21,329
Cash and cash equivalents, end of period	$	30,967		$	22,635
Other Cash Flow Information:
Income tax payments, net	$	192		$	11,555
Interest paid		8,470			7,658

See notes to condensed consolidated financial statements.

ESSENDANT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying Condensed Consolidated Financial Statements represent Essendant Inc. (“ESND”) with its wholly owned subsidiary Essendant Co. (“ECO”), and ECO’s subsidiaries (collectively, “Essendant” or the “Company”). The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of ESND and its subsidiaries. All intercompany transactions and balances have been eliminated. The Company operates in a single reportable segment as a leading national distributor of workplace items.

The accompanying Condensed Consolidated Financial Statements are unaudited. The Condensed Consolidated Balance Sheet as of December 31, 2017, was derived from the December 31, 2017 audited financial statements. The Condensed Consolidated Financial Statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements, prepared in accordance with accounting principles generally accepted in the United States, have been condensed or omitted pursuant to such rules and regulations. Accordingly, the reader of this Quarterly Report on Form 10-Q should refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “2017 Form 10-K”) for further information.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the financial position of Essendant at March 31, 2018 and the results of operations for the three months ended March 31, 2018 and 2017, and cash flows for the three months ended March 31, 2018 and 2017. The results of operations for the three months ended March 31, 2018 should not necessarily be taken as indicative of the results of operations that may be expected for the entire year.

Pending Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), that requires lessees to recognize right-of-use assets and lease liabilities for all leases other than those that meet the definition of short-term leases. For short-term leases, lessees may elect an accounting policy by class of underlying asset under which these assets and liabilities are not recognized and lease payments are generally recognized over the lease term on a straight-line basis. This standard will be effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements and disclosures, but expects the impact to the Company’s consolidated balance sheet to be significant. The Company is in the process of analyzing existing leases and processes to support additional disclosures under the standard.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This update provides guidance concerning the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements and expands the ability to apply hedge accounting to financial and nonfinancial risk components. Additionally, the standard eliminates the need to separately measure and report hedge ineffectiveness and generally requires the entire change in fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The amendments in the standard are effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.

In February 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard addresses the “stranded” tax effects resulting from the 2017 Tax Act in accumulated other comprehensive income. The effect of changes in tax laws or rates included in income from continuing operations are unaffected. The standard is effective for annual periods beginning after December 15, 2018, including interim periods within that reporting period with early adoption permitted. Disclosures are required in the period of adoption. The Company is currently evaluating the new guidance to determine the impact it will have on its consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 3 26) Measurement of Credit Losses on Financial Instruments. This standard replaces the incurred loss methodology previously employed to measure credit losses for most financial assets and requires the use of a forward-looking expected loss model. Current ac counting delays the recognition of credit losses until it is probable a loss has been incurred, while the update will require financial assets to be measured at amortized costs less a reserve and equal to the net amount expected to be collected. This stand ard will be effective for annual periods beginning after December 15, 2019, including interim periods within that reporting period, and early application is permitted. The Company is currently evaluating the new guidance to determine the impact it will hav e on its consolidated financial statements

Inventory

Approximately 98.2% and 98.0% of total inventory as of March 31, 2018 and December 31, 2017, respectively, has been valued under the Last-In-First-Out (“LIFO”) method. An actual valuation of inventory under the LIFO method can be made only at the end of each fiscal year based on the inventory levels and costs at that time. Interim LIFO calculations are based on management’s estimates of expected year-end inventory levels and costs, and are subject to the final year-end LIFO inventory valuation. Inventory valued under the LIFO accounting method is recorded at the lower of cost or market. If the Company had valued its entire inventory under the lower of First-In-First-Out (“FIFO”) cost or market, inventory values would have been $167.3 million and $159.3 million higher than reported as of March 31, 2018, and December 31, 2017, respectively.

For the three months ended March 31, 2018, LIFO liquidations resulted in LIFO income of $2.5 million, which was more than offset by LIFO expense of $10.5 million related to current inflation, for an overall net increase in cost of sales of $8.0 million. LIFO liquidations occur when there are decrements of LIFO inventory quantities carried at lower costs in prior years as compared with the cost of current year purchases.

2 . Revenue Recognition

On January 1, 2018, the Company adopted Topic 606 applying the modified retrospective transition method to all contracts that were not completed as of January 1, 2018. Results for reporting periods beginning after December 31, 2017 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for the prior period. The Company recorded a net reduction to beginning retained earnings of $0.4 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606. The impact to revenues for the three months ended March 31, 2018 was immaterial as a result of adopting Topic 606.

Nature of Goods and Services

The following is a description of principal activities from which the Company generates its revenue. Revenues are recognized when control of the promised goods are transferred to or services are performed for customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services.

Merchandise Sales

The Company principally generates revenue from selling workplace products to reseller customers under a contract or by purchase order. The Company’s product offerings may be divided into the following primary categories: (1) janitorial, foodservice and breakroom supplies, including janitorial and sanitation supplies, breakroom items, foodservice consumables, safety and security items and paper and packaging supplies; (2) technology products, including computer accessories and computer hardware items such as printers and other peripherals, imaging supplies and data storage; (3) traditional office products, including writing instruments, business machines, filing and record storage products, presentation products, shipping and mailing supplies, calendars and general office accessories; (4) industrial supplies, including various industrial MRO (maintenance, repair and operations) items, hand and power tools, safety and security supplies, janitorial equipment, oilfield and welding supplies; (5) cut sheet paper products, including copy paper with a wide assortment of styles and types; (6) automotive products, including a broad portfolio of automotive aftermarket tools and equipment; and (7) office furniture, including desks, filing and storage solutions, seating and systems furniture, along with a variety of specialized products for niche markets such as education, government, healthcare and professional services.

Control of goods usually transfers to the customer when those goods are shipped. For certain customers, control of goods transfers when those goods are delivered. Merchandise sales are billed daily or monthly. The amount of revenue recognized for merchandise sales is adjusted for expected returns, which are estimated based on historical product return trends and the gross margin associated with those returns; cash discounts, which are estimated based on customer purchases and discount terms and historical payments; and rebates, which are estimated based on sales volume to customers and customer rebate terms. The Company presents this revenue in net sales.

Other Revenues

The remainder of the Company’s consolidated net sales were generated by advertising, fulfillment and other services. Advertising revenue is generated from the sale of catalogs and other advertising materials to customers over time. The Company also offers fulfillment services including fulfillment of product orders on behalf of the customer and call center support. The Company acts as an agent of the customer and therefore recognizes revenue on a net basis. The Company presents other revenues in net sales.

Contracts with Customers

Disaggregation of Revenues

In accordance with authoritative Generally Accepted Accounting Principles (“GAAP”), the following table disaggregates revenue from contracts with customers into product categories. The Company has determined that disaggregating revenue into these categories provides appropriate disclosure and achieves associated objectives to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company generated 98% of net sales from its operations in the United States in the three months ended March 31, 2018 and 2017. As noted in the Company’s 2017 Form 10-K the Company has one reportable segment.

The disaggregated revenue for the three months ended March 31, 2018, and 2017 are as follows (in thousands):

	Three months ended March 31,
	2018		2017

Product categories:
Janitorial, foodservice and breakroom supplies (JanSan products)	$	328,226	$	345,408
Technology products		314,704		317,198
Traditional office products		178,976		198,078
Industrial supplies		155,575		147,197
Cut sheet paper products		119,547		106,148
Automotive products		80,992		78,806
Office furniture		58,826		72,091
Other revenues		3,309		4,457
Total revenue	$	1,240,155	$	1,269,383

Cost of sales for the three months ended March 31, 2018 and 2017 totaled $1.1 billion, respectively.

Accounts Receivable and Customer Rebates

The Company enters into contracts to sell goods to resellers with credit terms that vary based on the risk of the customer, the volume of transactions and the nature of contractual terms. These credit terms may allow the customer to make payment in arrears, which are adjusted for significant financing components when recorded as an account receivable. The Company also provides certain contract rebates, upfront marketing arrangements, acquisition assistance and other rebates which are intended to incentivize customers to engage in long-term purchase arrangements with the Company. These are either prepaid at contract inception and amortized over the term of the contract or accrued over the contract term. Prepaid customer rebates are included as a component of either “Other current assets” or “Other assets” in the Condensed Consolidated Balance Sheets, while accrued customer rebates are included as a component of “Accrued liabilities” in the Condensed Consolidated Balance Sheets, refer to Note 11 – “Other Assets and Liabilities.”

Prepaid customer rebates at March 31, 2018 consisted of amounts to be amortized as a reduction of revenues in the future as follows:

Year
2018	$	22,522
2019		12,537
2020		8,964
2021		6,562
2022		4,597
Thereafter		6,529
Total prepaid customer rebates	$	61,711

Transaction Price Allocated to Remaining Performance Obligations

As of March 31, 2018, no revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. This disclosure does not include revenue related to performance obligations that are part of a contract whose original expected duration is one year or less.

Performance Obligations

At the inception of each contract, the Company assesses the goods and services promised in its contracts and identifies each distinct performance obligations. To identify the performance obligations, the Company considers all goods or services promised regardless of whether they are explicitly stated or implied within the contract or by standard business practices. The Company determined that net merchandise sales to resellers and end-consumers represent performance obligations. This includes the packing and shipping of product through either delivery to the reseller or direct delivery to the end-consumer.

Shipping and handling activities performed before the customer obtains control of the goods are not considered promised services under customer contracts and therefore are not distinct performance obligations. The Company has chosen to make an accounting policy election to account for shipping and handling activities that occur after the customer obtains control of the goods as a fulfillment activity, and therefore accrues the expense of shipping and handling in cost of goods sold when merchandise is shipped. Shipping and handling costs billed to customers are part of the contract consideration and recognized at the time control of the promised goods has transferred to the customer. Control of goods generally transfers to the customer when those goods are shipped (FOB-shipping point).

When Performance Obligations Are Satisfied

For performance obligations related to sales, revenue is recognized when control is transferred. Determining when control transfers requires judgments that affect the timing of revenue recognized. Generally, revenue is recognized at a point in time when shipment occurs from the Company’s warehousing facilities. At this time, the customer is able to direct the use of the product and obtains substantially all of the benefits and risks from the product or service. The Company has a present right to payment at that time, the customer has legal title to the product, and the Company has transferred physical possession.

Significant Payment Terms

Payment terms for net merchandise sales, fulfillment and other services are dependent on the agreed upon contractual repayment terms of the customer. Typically, these vary dependent on the size of the customer and its risk profile to the Company. Some customers receive discounts based on the contractual terms wherein early payment reduces the net payment amount. Conversely, for some customers the Company provides enhanced payment terms which can extend up to and in excess of one year from invoicing. In some instances, these enhanced terms represent a significant financing component with an assumption of implicit interest. These amounts were immaterial in the period of adoption.

Given the Company’s reliance on customer rebates and discounts of the selling price of net sales, the Company notes that many of the contracts contain variable consideration payable to the customer that is recognized when the underlying revenue associated with the rebate and discount is recognized. Customer rebates and discounts include volume components, growth components, conversions, promotions, discount programs, and other programs. Estimates for customer rebates and discounts are based on both historical and estimated sales volume and other drivers as dictated by the contract. Changes in estimates of sales volume, product mix, customer mix or sales patterns, or actual results that vary from such estimates may impact future results.

Returns and Refunds

In the normal course of business, the Company accepts product returns based on certain contractual terms, typically for product expiration dating or damage. The Company estimates reserves for returns and the related refunds to customers based on historical experience of similar products and customers, as applicable. Reserves for returned merchandise are included as a component of “Other current assets” in the Condensed Consolidated Balance Sheets, while refund liabilities are included as a component of “Accrued liabilities.”

Practical Expedient Usage and Accounting Policy Elections

The Company has determined to utilize the modified retrospective approach which requires cumulative effect adjustment to the opening balance of retained earnings in the current year. This opening adjustment is determined based on the impact of the new revenue standard’s application on contracts that were not completed as of January 1, 2018, the date of initial application of the standard. This election had an immaterial impact on the Company’s financial statements.

The Company applies the practical expedient in Accounting Standard Codification (“ASC”) 606-10-65-1(f)(4) and does not retrospectively restate contracts for contract modifications that occurred before the beginning of the earliest reporting period presented. Instead, the Company has aggregated the effect of all modifications that occurred before the earliest reporting period presented. The effect of applying this practical expedient was immaterial.

For the Company’s contracts that have an original duration of one year or less, the Company uses the practical expedient in ASC 606-10-32-18 applicable to such contracts and does not consider the time value of money in relation to significant financing components. The effect of applying this practical expedient was immaterial.

Per ASC 606-10-25-18B, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control as a fulfillment activity instead of a performance obligation. Furthermore, shipping and handling activities performed before transfer of control of the product also do not constitute a separate and distinct performance obligation.

The Company has elected to exclude from the transaction price those amounts which relate to sales and other taxes that are assessed by governmental authorities and that are imposed on and concurrent with a specific revenue-producing transaction and collected by the Company from a customer.

The Company applies the practical expedient in ASC 606-10-50-14 and is not required to determine the amount of the transaction price allocated to the remaining performance obligations that have original expected durations of one year or less. The effect of applying this practical expedient was immaterial as the Company has no remaining performance obligations associated with merchandise sales as of December 31, 2017.

Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period would have been one year or less. These costs are included in “Warehouse, marketing and administrative expenses.” The effect of applying this practical expedient was immaterial.

3. Share-Based Compensation

During the three months ended March 31, 2018, the Company granted 107,296 shares of restricted stock, no RSUs and 634,778 performance-based units, compared to 43,385 shares of restricted stock and 221,297 RSUs in the same period of 2017. No performance-based units were granted in the three months ended March 31, 2017.

4. Severance and Restructuring Charges

In 2015, the Company commenced two restructuring actions that included workforce reductions, facility closures and actions to reduce costs through management delayering in order to achieve broader functional alignment of the organization (“2015 restructuring action”). The charges associated with this action were included in “Warehousing, marketing and administrative expenses.” This action was substantially completed in 2016.

In the first quarter of 2018, the Company launched a restructuring program (“2018 restructuring action”) that will span to mid-2020. It includes facility consolidations totaling an anticipated $23 million to $28 million and workforce reductions totaling an anticipated $7 million to $12 million, or in aggregate an estimated cash cost of $30 million to $40 million over the restructuring period. These amounts will be included in restructuring charges in the Condensed Consolidated Statement of Operations.

Product assortment refinement charges have also been incurred and are reflected as additional cost of goods sold in the quarter ended March 31, 2018.

The expenses, cash flows, and liabilities associated with the 2015 and 2018 restructuring actions described above are noted in the following table (in thousands):

	Expense			Cash flow				Liabilities
	For the three months ended March 31,			For the three months ended March 31,		For the three months ended March 31,		As of March 31,		As of December 31,
	2018			2018		2017		2018		2017
2018 Actions:
Product assortment refinement	$	42,823

Workforce reduction		11,588			673		-		10,915		-
Facility closure		3,012			1,517				1,403
Total	$	57,423		$	2,190	$	-	$	12,318	$	-

Fourth Quarter 2015 Actions:
Workforce reduction	$	(539	)	$	-	$	316	$	378	$	917

First Quarter 2015 Actions:
Workforce reduction	$	-		$	-	$	94	$	664	$	664

Total	$	56,884		$	2,190	$	410	$	13,360	$	1,581

5. Goodwill and Intangible Assets

Due to changes in management structure to allow for sales and operational efficiency, a new Canadian operating segment was created in the first quarter of 2018. This segment includes operations previously included in the Industrial and Automotive segments. The Canadian operating segment does not meet the materiality thresholds for reporting of individual segments and is combined with the other operating segments into one reportable segment. The Company has determined that each of the Company’s goodwill reporting units comprise an operating segment. At March 31, 2018, goodwill balances of the reporting units were $11.1 million at Industrial and $2.0 million at Canada.

Acquired intangible assets are initially recorded at their fair market values determined based on quoted market prices in active markets, if available, or recognized valuation models. The Company’s intangible assets have finite useful lives and are amortized on a straight-line basis over their useful lives.

The following table summarizes the intangible assets of the Company by major class of intangible asset and the cost, accumulated amortization, net carrying amount, and weighted average life, if applicable (in thousands):

	March 31, 2018								December 31, 2017
								Weighted								Weighted
								Average								Average
	Gross					Net		Useful	Gross					Net		Useful
	Carrying		Accumulated			Carrying		Life	Carrying		Accumulated			Carrying		Life
	Amount		Amortization			Amount		(years)	Amount		Amortization			Amount		(years)
Intangible assets subject to amortization
Customer relationships and other intangibles	$	137,853	$	(74,351	)	$	63,502	16	$	138,110	$	(72,192	)	$	65,918	16
Non-compete agreements		4,655		(4,260	)		395	4		4,659		(4,260	)		399	4
Trademarks		13,741		(6,772	)		6,969	14		13,766		(6,642	)		7,124	14
Total	$	156,249	$	(85,383	)	$	70,866		$	156,535	$	(83,094	)	$	73,441

The following table summarizes the amortization expense to be incurred in 2018 through 2022 on intangible assets (in thousands):

Year	Amount
2018	$	8,066
2019		6,944
2020		6,941
2021		6,941
2022		6,887

6. Accumulated Other Comprehensive Loss

The change in Accumulated Other Comprehensive Loss (“AOCI”) by component, net of tax, for the period ended March 31, 2018 was as follows (in thousands):

	Foreign Currency Translation			Cash Flow Hedges			Defined Benefit Pension Plans			Total
AOCI, balance as of December 31, 2017	$	(5,933	)	$	(206	)	$	(44,874	)	$	(51,013	)
Other comprehensive income (loss) before reclassifications		(928	)		1,347			-			419
Amounts reclassified from AOCI		-			144			1,044			1,188
Net other comprehensive income		(928	)		1,491			1,044			1,607
AOCI, balance as of March 31, 2018	$	(6,861	)	$	1,285		$	(43,830	)	$	(49,406	)

The following table details the amounts reclassified out of AOCI into the income statement during the three months ended March 31, 2018 (in thousands):

	Amount Reclassified From AOCI
	For the Three
	Months Ended
	March 31,
Details About AOCI Components	2018
Realized and unrealized gains (losses) on cash flow hedges
Gain on interest rate swap, before tax	$	194		Interest and other expense, net
		(50	)	Tax provision
	$	144		Net of tax

Defined benefit pension plan items
Amortization of prior service cost and unrecognized loss	$	1,405		Interest and other expense, net
		(361	)	Tax provision
		1,044		Net of tax
Total reclassifications for the period, net of tax	$	1,188

7 . Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the potential dilution that could occur if dilutive securities were exercised into common stock. Stock options, restricted stock, performance unit awards, restricted stock units and deferred stock units are considered dilutive securities. For the three-month periods ended March 31, 2018 and 2017, 0.1 million and 0.2 million shares of such securities, respectively, were outstanding but were not included in the computation of diluted earnings per share because the effect would be antidilutive. An additional 0.3 million and 0.2 million shares of common stock outstanding for the three months ended March 31, 2018 and 2017, respectively, were excluded from the computation because the respective net loss would have caused the calculation to be anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share data):

	For the Three Months Ended
	March 31,
	2018			2017
Numerator:
Net loss	$	(51,440	)	$	(188,593	)
Denominator:
Denominator for basic earnings per share -
weighted average shares		36,865			36,644
Effect of dilutive securities:
Employee stock options and restricted stock		-			-
Denominator for diluted earnings per share -
Adjusted weighted average shares and the effect of dilutive securities		36,865			36,644
Net loss per share:
Net loss per share - basic	$	(1.40	)	$	(5.15	)
Net loss per share - diluted ⁽¹⁾	$	(1.40	)	$	(5.15	)

(1)

As a result of the net loss in the three months ended March 31, 2018 and 2017, the effect of potentially dilutive securities would have been anti-dilutive and have been omitted from the calculation of diluted earnings per share.

8. Debt

Debt consisted of the following amounts (in millions):

	As of			As of
	March 31, 2018			December 31, 2017

2017 Credit Agreement	$	6.1		$	6.1
Current maturities of long term debt	$	6.1		$	6.1

Term Loan	$	65.4		$	67.0
Revolving Credit Facility		220.8			181.3
FILO Facility		100.0			100.0
2013 Note Purchase Agreement		150.0			150.0
Total long-term debt	$	536.2		$	498.3
Transaction Costs	$	(5.9	)	$	(6.3	)

Total Debt	$	536.4		$	498.1

9 . Pension and Post-Retirement Benefit Plans

The Company maintains pension plans covering union and certain non-union employees. For more information on the Company’s retirement plans, see Note 13 – “Pension Plans and Defined Contribution Plan” to the Company’s Consolidated Financial Statements in the 2017 Form 10-K.

In accordance with the adoption of ASU 2017-07 the Company has retrospectively revised the presentation of the non-service components of periodic pension cost to “Interest and other expense, net” in the condensed consolidated statement of operations, while service cost remains in “Warehouse, marketing and administrative expense.” A summary of the effect for periods presented was as follows (in thousands):

	Three months ended March 31, 2017
Condensed consolidated statement of loss	As reported			As revised			Effect of change
Warehousing, marketing and administrative expenses	$	173,022		$	172,298		$	(724	)
Operating loss		(186,182	)		(185,458	)		724
Interest and other expense, net		6,739			7,463			724
Loss before income taxes		(192,921	)		(192,921	)		-

A summary of net periodic pension cost related to the Company’s pension plans for the three months ended March 31, 2018 and 2017 was as follows (in thousands):

	For the Three Months Ended March 31,
	2018			2017
Service cost - benefit earned during the period	$	444		$	321

Interest cost on projected benefit obligation		1,769			1,862
Expected return on plan assets		(2,266	)		(2,272	)
Amortization of prior service cost		101			72
Amortization of actuarial loss		1,304			1,062
Total non-service cost	$	908		$	724

Net periodic pension cost	$	1,352		$	1,045

The Company made cash contributions of $10.0 million in January 2018 and April 2017, respectively, to its pension plans. Additional contributions, if any, for the remainder of 2018 have not yet been determined. As of March 31, 2018 and December 31, 2017, respectively, the Company had accrued $33.3 million and $43.3 million of pension liability within “Other long-term liabilities” on the Condensed Consolidated Balance Sheets.

Defined Contribution Plans

The Company has defined contribution plans covering certain salaried associates, non-union hourly paid associates and certain union associates (the “Plans”). The Plans permit associates to defer a portion of their pre-tax and after-tax salary as contributions to the Plans. The Plans also provide for Company-funded discretionary contributions as well as matching associates’ salary deferral contributions, at the discretion of the Board of Directors. The Company recorded expense of $1.9 million, respectively, for the Company match of employee contributions to the Plans for the three months ended March 31, 2018 and 2017.

10 . Fair Value Measurements

The Company measures certain financial assets and liabilities, including foreign exchange hedges and interest rate swaps, at fair value on a recurring basis, based on significant other observable inputs. The fair value of the foreign exchange hedges and the interest rate swaps is determined by using quoted market forward rates (level 2 inputs) and reflects the present value of the amount the Company would pay for contracts involving the same notional amount and maturity date.

Accounting guidance on fair value establishes a hierarchy for those instruments measured at fair value which distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). The hierarchy consists of three levels:

•

Level 1—Quoted market prices in active markets for identical assets or liabilities;

•

Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable; and

•

Level 3—Unobservable inputs developed using estimates and assumptions developed by the Company which reflect those that a market participant would use.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each reporting period.

The following table summarizes the financial instruments measured at fair value in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017 (in thousands):

	Fair Value Measurements
			Quoted Market Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Total		Level 1		Level 2		Level 3
Interest rate swap & foreign exchange hedges:
Assets
- as of March 31, 2018	$	1,357	$	-	$	1,357	$	-
- as of December 31, 2017	$	29	$	-	$	29	$	-

Liabilities
- as of December 31, 2017	$	638	$	-	$	638	$	-

The carrying amount of accounts receivable at March 31, 2018, approximates fair value because of the short-term nature of this item. As of March 31, 2018, no assets or liabilities are measured at fair value on a nonrecurring basis.

11. Other Assets and Liabilities

Receivables related to supplier allowances totaling $74.0 million and $90.8 million were included in “Accounts receivable” in the Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017, respectively.

Current and non-current prepaid customer rebates, net of allowances, were $53.9 million and $40.7 million as of March 31, 2018, and December 31, 2017, respectively, and are included as a component of “Other current assets” and “Other long-term assets”. Accrued customer rebates of $36.8 million and $49.2 million as of March 31, 2018 and December 31, 2017, respectively, were included in “Accrued liabilities” in the Condensed Consolidated Balance Sheets.

12. Income Taxes

The Company's tax provision for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items.

For the three months ended March 31, 2018, the Company recorded an income tax benefit of $15.2 million on pre-tax loss of $66.7 million for an effective tax rate of 22.8%. For the three months ended March 31, 2017, the Company recorded income tax benefit of $4.3 million on a pre-tax loss of $192.9 million, for an effective tax rate of 2.2%.

The Company’s U.S. federal statutory rate is 21.0%. The most significant factor impacting the effective tax rate for the three months ended March 31, 2018 was the discrete impact of the equity compensation adjustment related to ASU No. 2016-09. The most significant factor impacting the effective tax rate for the three months ended March 31, 2017 was the discrete impact of the goodwill impairment charges.

The effective tax rate for the three months ended March 31, 2018, also reflects the reduced federal corporate income tax rate as a result of the enactment of the Tax Cuts and Jobs Act (the “Tax Act”) in December 2017. The Company continues to analyze the aspects of the Tax Act which could potentially affect the provisional estimates that were recorded in the year ended December 31, 2017.

13. Legal Matters

The Company has been named as a defendant in two lawsuits alleging that the Company sent unsolicited fax advertisements to the named plaintiffs, as well as other persons and entities, in violation of the Telephone Consumer Protection Act of 1991, as amended by the Junk Fax Prevention Act of 2005 ("TCPA"). One lawsuit was initially filed in the United States District Court for the Central District of California on May 1, 2015, and subsequently refiled in the United States District Court for the Northern District of Illinois (the “ND IL”). The other lawsuit was filed in the ND IL on January 14, 2016. The two lawsuits were consolidated for discovery and pre-trial proceedings, and assigned to the same judge. Plaintiffs in both lawsuits seek certification of a class of plaintiffs comprised of persons and entities who allegedly received fax advertisements from the Company. Under the TCPA, recipients of unsolicited fax advertisements can seek damages of $500 per fax for inadvertent violations and up to $1,500 per fax for knowing and willful violations. Other reported TCPA lawsuits have resulted in a broad range of outcomes, with each case being dependent on its own unique set of facts and circumstances. In each lawsuit, the Company has vigorously contested class certification and denied that any violations occurred. On November 3, 2017, the ND IL granted a motion by the Company to deny class certification. The effect of the ruling prevents the formation of a class and limits the two plaintiffs to their individual claims. On November 17, 2017, plaintiffs filed a Petition for Permission to Appeal under Rule 23(f) of the Federal Rules of Civil Procedure (the “Petition”) with the United States Court of Appeals for the 7 ^th Circuit (the “7 ^th Circuit”). The 7 ^th Circuit granted the Petition, and following briefing, the 7 ^th Circuit heard oral argument on the appeal on April 10, 2018. The lawsuits are stayed until the 7 ^th Circuit rules on the appeal.

Litigation of this kind is likely to lead to settlement negotiations, including negotiations prompted by pre-trial civil court procedures. Regardless of whether the lawsuits are resolved at trial or through settlement, the Company believes that a loss associated with resolution of the pending claims is probable. In 2016, the Company recorded a $4.0 million, pre-tax reserve within “Warehousing, marketing and administrative expenses” in the Condensed Consolidated Statement of Operations and during the three months ended March 31, 2017, the Company recorded an additional $6.0 million, pre-tax reserve to reflect events concerning mediation activities and settlement negotiations between the Company and the plaintiffs, for a total reserve of $10.0 million at March 31, 2017. The Company continues to evaluate its defenses based on its internal review and investigation of prior events, new information and future circumstances. Final disposition of the lawsuits, whether through settlement or through trial, may result in a loss materially in excess of the aggregate recorded amount. However, a range of reasonably possible excess losses is not estimable at this time.

In 2017, the Company was named in a class action lawsuit filed by a former employee in the Los Angeles Superior Court. During the second quarter of 2017, the Company reached an agreement on the general terms of a settlement to resolve this litigation. The parties have finalized a settlement agreement, which is now subject to court approval. A hearing on the parties’ Motion for Preliminary Approval is set for May 10, 2018. In consideration of the settlement, in the second quarter of 2017, the Company recorded a $3.0 million pre-tax reserve within “Warehousing, marketing and administrative expenses” in the Condensed Consolidated Statement of Operations.

The Company is also involved in other legal proceedings arising in the ordinary course of, or incidental to its business. The Company has established reserves, which are not material, for potential losses that are probable and reasonably estimable that may result from those proceedings. In many cases, however, it is difficult to determine whether a loss is probable or even possible or to estimate the amount or range of potential loss, particularly where proceedings may be in relatively early stages or where plaintiffs are seeking substantial or indeterminate damages. Matters frequently need to be more developed before a loss or range of loss can reasonably be estimated. The Company believes that such ordinary course legal proceedings will be resolved with no material adverse effect upon its financial condition, results of operations or cash flows.

14. Pending Transaction Activity

On April 12, 2018, the Company announced it entered into a definitive agreement with Genuine Parts Company (“GPC”) pursuant to which the Company will combine with GPC’s Business Products Group (collectively, the “Business”) in a business combination transaction, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 12, 2018, by and among GPC, Rhino SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of GPC (“SpinCo”), ESND and Elephant Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of ESND (“Merger Sub”). In connection with the Merger Agreement, GPC and SpinCo entered into a Separation Agreement dated as of April 12, 2018 (the “Separation Agreement”), pursuant to which the Business will be separated from GPC.

In the transactions contemplated by the Merger Agreement and the Separation Agreement, (i) GPC will transfer certain of its wholly owned subsidiaries that are engaged in the Business to SpinCo, (ii) GPC will distribute SpinCo’s stock to GPC’s stockholders by way of a pro rata dividend (the “Distribution”), and (iii) Merger Sub will merge with and into SpinCo, with SpinCo as the surviving corporation (the “Merger”) and a wholly owned subsidiary of ESND. Upon consummation of the transactions contemplated by the Merger Agreement and the Separation Agreement, GPC shareholders will receive approximately 40.2 million shares of ESND common stock, which will represent approximately 51% of the outstanding shares of ESND common stock. ESND’s existing stockholders will continue to hold the remaining approximately 49% of the outstanding shares of ESND common stock.

Prior to the Distribution, SpinCo will enter into a credit facility for up to $400 million (the “SpinCo Debt”) and immediately thereafter, GPC will transfer certain wholly owned subsidiaries to SpinCo and SpinCo will draw the SpinCo Debt in an amount sufficient to make special cash payments to GPC of approximately $347 million, subject to adjustment based on SpinCo’s and ESND’s net debt and SpinCo’s net working capital at the time of the Distribution and certain other adjustments. SpinCo has entered into commitment letters with certain financial institutions to provide for the SpinCo Debt.

The transaction, which has been unanimously approved by the Boards of ESND and GPC, is expected to be tax free to the companies’ respective shareholders.

The issuance of shares by ESND in connection with the transaction requires approval by ESND’s stockholders and is subject to certain regulatory approvals and other customary closing conditions. The transaction is expected to close before the end of 2018. If the Merger Agreement is terminated under certain circumstances, ESND may be required to pay GPC a termination fee of $12 million or may under other circumstances be required to reimburse GPC up to $3 million for certain expenses in connection with the merger.

The Company expects to incur significant integration and transaction costs in connection with the transactions during the remainder of 2018.

I TEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Forward-looking statements often contain words such as “expects,” “anticipates,” “estimates,” “intends,” “plans,” “believes,” “seeks,” “will,” “is likely to,” “scheduled,” “positioned to,” “continue,” “forecast,” “predicting,” “projection,” “potential” or similar expressions. Forward-looking statements include references to goals, plans, strategies, objectives, projected costs or savings, anticipated future performance, results or events and other statements that are not strictly historical in nature. These forward-looking statements are based on management’s current expectations, forecasts and assumptions. This means they involve a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied here. These risks and uncertainties include, without limitation, those set forth in Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2017 (the “2017 Form 10-K”).

Readers should not place undue reliance on forward-looking statements contained in this Quarterly Report on Form 10-Q. The forward-looking information herein is given as of this date only, and the Company undertakes no obligation to revise or update it.

Company Overview

Essendant Inc. is a leading national distributor of workplace items, with 2017 net sales of $5.0 billion. The Company provides access to a broad assortment of over 170,000 items including janitorial, foodservice and breakroom supplies (JanSan), technology products, traditional office products, industrial supplies, cut sheet paper products, automotive products and office furniture. Essendant serves a diverse group of approximately 29,000 reseller customers. They include resellers in the independent reseller channel, including: office and workplace, facilities and maintenance, technology, military, automotive aftermarket, healthcare, other vertical suppliers and industrial resellers; the national reseller channel; and the e-commerce channel.

The Company is focused on three strategic drivers:

1) Improve efficiency across the distribution network and reduce the cost base

•

Redesign inbound freight logistics through inbound freight consolidation centers in select locations that will reduce costs across the supply chain and improve distribution center efficiency

•

Optimize the distribution network footprint with sales volumes to streamline costs while maintaining high service levels

•

Reduce operating expenses by implementing targeted cost improvements

2) Accelerate sales performance in key channels

•

Partner with independent resellers who are well positioned to grow

•

Align resources around channels and independent resellers that provide growth opportunities, including JanSan distributors, vertical markets, industrial, e-commerce and automotive

3) Advance supplier partnerships that leverage Essendant’s network and capabilities

•

Leverage strategic partnerships with suppliers to create more value utilizing Essendant’s nationwide distribution network, drop-ship capabilities, and next-day delivery proposition

•

Continue to refine the Company’s product assortment and evolve the preferred supplier program

Key Trends and Recent Results

Net sales in the first quarter of 2018 declined by 2.3% compared to the first quarter of 2017 due to declines in the national reseller channel. Profitability in the quarter was adversely impacted by lower sales volumes and lower supplier allowances. Net sales for full year 2018 are expected to be down 3% to down 5% from the prior year.

Actions impacting comparability of results (the “Actions”)

2018 Actions

•

Restructuring plan charges of $56.9 million, which includes product assortment refinements, facility consolidation and workforce reductions were incurred to advance the Company’s strategic drivers by reducing its cost base, aligning organizational infrastructure and leadership with the Company’s growth channels to drive sales, and providing capacity to invest in products with preferred suppliers and in growth categories. Product assortment refinements represent charges incurred to write-down inventory the Company has chosen to discontinue to the expected realizable value. The Company expects the restructuring program and other initiatives to reduce costs and reach run-rate annual savings of more than $50 million by 2020, with more than half achieved in 2018. Refer to Note 4 – “Severance and Restructuring Charges” for further details.

•

Transformational expenses associated with the implementation of strategic drivers to improve the value of the business totaled $4.2 million. These expenses, which result from the changing strategies of the Company, included consulting fees and other activities for which the Company has had significant investment.

2017 Actions

•	Goodwill impairment charge of $198.8 million as a result of sustained share price declines.

•	An accrual related to ongoing TCPA litigation of $6.0 million. Refer to Note 13 – “Legal Matters” for further details.

•	Transformational expenses totaled $3.0 million.

First Quarter Results

•

Loss per share for the first quarter of 2018 of $(1.40) decreased from loss per share of $(5.15) in the prior year quarter, including the impacts of the Actions discussed above. Adjusted diluted loss per share was $(0.12) in the quarter, compared to adjusted earnings per share of $0.25 in the prior year quarter. Adjusted diluted earnings per share is expected to increase in the second half of 2018 compared to the first half, as the Company’s cost improvement efforts will scale throughout the year. This will enable the Company to return to positive adjusted diluted earnings per share in the second half and for the full year. Refer to the Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net (Loss) Income, Adjusted (Loss) Earnings Per Share, Adjusted EBITDA and Free Cash Flow table (the “Non-GAAP table”) included later in this section for more detail.

•	First quarter net sales decreased 2.3% or $29.2 million from the prior year quarter to $1.2 billion.

•

Gross margin as a percentage of net sales in the first quarter of 2018 was 9.8% versus 14.6% in the prior year quarter. Gross margin for the first quarter of 2018 was $121.2 million, compared to $185.7 million in the first quarter of 2017, including the impact of the Actions discussed above. Adjusted gross margin was $164.0 million or 13.2% of net sales, compared to $185.7 million or 14.6% in the prior year quarter.

•

Operating expenses in the first quarter of 2018 were $179.6 million or 14.5% of net sales, compared with $371.1 million or 29.2% of net sales in the prior year quarter, including impacts of the Actions. Adjusted operating expenses in the first quarter of 2018 were $161.4 million or 13.0% of net sales compared to $163.3 million or 12.9% of net sales in the prior year quarter.

•

Operating loss for the quarter ended March 31, 2018 was $(58.4) million or (4.7%) of net sales, compared to operating loss of $(185.5) million or (14.6%) of net sales in the prior year quarter, including impacts of the Actions discussed above. Excluding the Actions, adjusted operating income in the first quarter of 2018 was $2.6 million or 0.2% of net sales, compared to $22.3 million or 1.8% of net sales in the first quarter of 2017.

•

Free cash flow in the three months ended March 31, 2018 was $(29.2) million compared to $44.7 million in the prior year period. Free cash flow, generated by the business for 2018, incorporating the costs and benefits of restructuring, is expected to be in excess of $40 million, excluding transaction costs.

For a further discussion of selected trends, events or uncertainties the Company believes may have a significant impact on its future performance, readers should refer to “Key Trends and Recent Results” under Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2017 Form 10-K.

Critical Accounting Policies, Judgments and Estimates

In the first quarter of 2018, there were no significant changes to the Company’s critical accounting policies, judgments or estimates from those disclosed in the 2017 Form 10-K other than those noted below.

Revenue Recognition

During the quarter ended March 31, 2018, the Company adopted the provisions of ASC 606. Refer to Note 2 – “Revenue Recognition” for a description of the immaterial impact of the adoption on the Company’s financial statements and accounting policies.

Pension and Post-retirement Benefit Plans

During the quarter ended March 31, 2018, the Company adopted the provisions of ASU 2017-07. Refer to Note 9 – “Pension and Post-Retirement Benefit Plans” for a description of the impact of adoption on the Company’s financial statements and accounting policies.

Results of Operations—Three Months Ended March 31, 2018 Compared with the Three Months Ended March 31, 2017

The following table presents the Condensed Consolidated Statements of Income results (in thousands):

	For the Three Months Ended March 31,
	2018						2017 ^{(1) (2)}
	Amount			% of Net sales			Amount			% of Net sales
Net sales:
Janitorial, foodservice and breakroom supplies (JanSan products)	$	328,226			26.5	%	$	345,408			27.2	%
Technology products		314,704			25.4	%		317,198			25.0	%
Traditional office products		178,976			14.4	%		198,078			15.6	%
Industrial supplies		155,575			12.5	%		147,197			11.6	%
Cut sheet paper products		119,547			9.6	%		106,148			8.4	%
Automotive products		80,992			6.5	%		78,806			6.2	%
Office furniture		58,826			4.7	%		72,091			5.7	%
Other revenues		3,309			0.4	%		4,457			0.3	%
Total net sales		1,240,155			100.0	%		1,269,383			100.0	%
Cost of goods sold		1,118,979			90.2	%		1,083,715			85.4	%
Total gross profit	$	121,176			9.8	%	$	185,668			14.6	%
Operating expenses:
Warehousing, marketing and administrative expenses		165,544			13.3	%		172,298			13.5	%
Restructuring charges		14,061			1.2	%		-			0.0	%
Impairment of goodwill		-			0.0	%		198,828			15.7	%
Total operating expenses	$	179,605			14.5	%	$	371,126			29.2	%
Total operating loss		(58,429	)		(4.7	%)		(185,458	)		(14.6	%)
Interest and other expense, net		8,222			0.7	%		7,463			0.6	%
Loss before income taxes		(66,651	)		(5.4	%)		(192,921	)		(15.2	%)
Income tax benefit		(15,211	)		(1.3	%)		(4,328	)		(0.3	%)
Net loss	$	(51,440	)		(4.1	%)	$	(188,593	)		(14.9	%)

(1)

Certain prior period amounts have been reclassified to conform to the current presentation. Such changes include reclassification of specific products to different product categories and the allocation of freight revenue to product categories in accordance with the adoption of ASC 606 (see Note 2 – “Revenue Recognition”). These changes did not impact the Condensed Consolidated Statements of Income. All percentage presentations described below are based on the reclassified amounts.

(2)

Revised for the adoption of ASU 2017-07 (see Note 9 – “Pension and Post-Retirement Benefit Plans”).

Net Sales. Net sales for the quarter ended March 31, 2018 were $1.2 billion, a 2.3% decrease from $1.3 billion in sales during the quarter ended March 31, 2017. Net sales by key product category for the quarters included the following:

JanSan product sales decreased $17.2 million or 5.0% in the first quarter of 2018 compared to the first quarter of 2017. Sales decreased due to declines in the national reseller channel of $23.1 million and e-commerce declines of $4.7 million, partially offset by increased independent reseller channel sales of $10.7 million. As a percentage of total sales, JanSan represented 26.5% in the first quarter of 2018, a decrease from the prior year quarter percentage of total sales of 27.2%.

Technology product (primarily ink and toner) sales decreased $2.5 million or 0.8% from the first quarter of 2017. Sales in this category decreased primarily as a result of declines in the national retail channel of $20.8 million and e-commerce channel of $1.9 million, partially offset by increased independent reseller channel sales of $20.2 million. As a percentage of total sales, technolo gy products represented 25.4% in the first quarter of 2018, an increase from the prior year quarter percentage of total sales of 25.0%.

Traditional office product sales decreased $19.1 million or 9.6% in the first quarter of 2018 compared to the first quarter of 2017. Sales in this category decreased due to reductions in the national reseller channel of $12.0 million, e-commerce declines of $4.5 million and independent reseller channel declines of $2.6 million. As a percentage of total sales, traditional office products represented 14.4% in the first quarter of 2018, a decrease from the prior year quarter percentage of total sales of 15.6%.

Industrial supplies sales increased $8.4 million or 5.7% in the first quarter of 2018 compared to the first quarter of 2017. This increase was driven by growth in the retail channel of $3.2 million, general industrial channel of $2.8 million and the international channel of $1.1 million. As a percentage of total sales, industrial supplies represented 12.5% in the first quarter of 2018, an increase from the prior year quarter percentage of total sales of 11.6%.

Cut sheet paper product sales increased $13.4 million or 12.6% in the first quarter of 2018 compared to the first quarter of 2017. The increase in this category was primarily driven by increased independent reseller channel sales of $12.5 million and e-commerce sales growth of $1.8 million, partially offset by national reseller channel sales declines of $0.9 million. As a percentage of total sales, cut sheet paper represented 9.6% in the first quarter of 2017, which increased from the prior year quarter percentage of total sales of 8.4%.

Automotive product sales increased $2.2 million or 2.8% in the first quarter of 2018 compared to the first quarter of 2017. The increase in this category was driven by strength in the mobile dealer channel and International channel. As a percentage of total sales, automotive products represented 6.5% in the first quarter of 2018, which increased from the prior year quarter percentage of total sales of 6.2%.

Office furniture sales decreased $13.3 million or 18.4% in the first quarter of 2018 compared to the first quarter of 2017. This decrease was primarily the result of declines in sales to the national reseller channel of $8.2 million, the independent reseller channel of $2.7 million and e-commerce declines of $2.4 million. As a percentage of total sales, office furniture represented 4.7% in the first quarter of 2018, which decreased from the prior year quarter percentage of total sales of 5.7%.

Gross Profit and Gross Margin Rate. Gross profit for the first quarter of 2018 was $121.2 million, compared to $185.7 million in the first quarter of 2017. Gross profit as a percentage of net sales (the gross margin rate) of 9.8% decreased 486 basis points (bps) from the prior-year quarter gross margin rate of 14.6% primarily due to product assortment refinement charges (345 bps). Adjusted gross profit was $164.0 million, or 13.2%, a decrease of $21.7 million or 140 bps from the prior year quarter principally due to lower supplier allowances driven by inventory purchase mix and timing (91 bps) and an unfavorable product margin due to lower sales volumes (36 bps).

Operating Expenses. Operating expenses for the first quarter of 2018 were $179.6 million or 14.5% of net sales, compared to $371.1 million or 29.2% of net sales in the prior year. The $191.5 million decrease was primarily driven by the prior year goodwill impairment of $198.8 million, partially offset by restructuring expenses of $14.1 million in the current quarter. Adjusted operating expenses were $161.4 million, a decrease of $1.9 million from the prior year quarter due to decreases in employee and other fixed expenses.

Interest and Other Expense, net. Interest and Other expense, net for the first quarter of 2018 was $8.2 million compared to $7.5 million in the first quarter of 2017. This increase was primarily driven by higher interest rates as compared to the prior year quarter .

Income Taxes. Income tax benefit was $(15.2) million for the first quarter of 2018, compared to $(4.3) million for the same period in 2017. The Company’s effective tax rate was 22.8% for the current-year quarter compared to 2.2% for the same period in 2017. The effective income tax rate in 2018 was most impacted by the pre-tax loss being offset by non-deductible or permanent items in the quarter while the most significant factor impacting the effective tax rate for the three months ended March 31, 2017 was the permanent impact of the goodwill impairment charge recognized in the quarter.

Net Loss. Net loss for the first quarter of 2018 was $(51.4) million or $(1.40) per share, compared to net loss of $(188.6) million or $(5.15) per share in the prior year quarter. Adjusted net loss was $(4.3) million, or $(0.12) per diluted share, compared with adjusted net income of $9.2 million or $0.25 per diluted share for the prior year quarter.

Cash Flows

Cash flows for the Company for the three-month periods ended March 31, 2018 and 2017 are summarized below (in thousands):

	Three months ended March 31,
	2018			2017
Net cash (used in) provided by operating activities	$	(21,425	)	$	53,025
Net cash used in investing activities		(7,792	)		(8,312	)
Net cash provided by (used in) financing activities		31,560			(43,443	)

Operating Activities

For the three-month period ended March 31, 2018, the decrease in net cash from operating activities was principally the result of the net loss, decreased accounts payable, increased other assets, increased accounts receivable, partially offset by a decrease in inventory.

Investing Activities

Gross capital spending for the three-month period ended March 31, 2018 and 2017 was $7.8 million and $8.3 million, respectively, which was used for various investments in fleet equipment, information technology systems, technology hardware, and distribution center equipment including facility projects.

Financing Activities

The Company’s cash flow from financing activities is largely dependent on levels of borrowing under the Company’s credit agreement and quarterly dividend payments.

In February 2018, the Board of Directors approved a dividend of $0.14 that was paid on April 13, 2018 to shareholders of record as of March 15, 2018.

Liquidity and Capital Resources

Essendant’s growth has historically been funded by a combination of cash provided by operating activities and debt financing. The Company believes that its cash from operations and collections of receivables, coupled with its sources of borrowings and available cash on hand, are sufficient to fund its currently anticipated requirements. These requirements include payments of interest and dividends, scheduled debt repayments, capital expenditures, working capital needs, the funding of pension plans, and funding for additional share repurchases and acquisitions, if any. The Company believes that its sources of borrowings are sound and that the strength of its balance sheet affords the financial flexibility to respond to both internal growth opportunities and those available through acquisitions.

Availability of financing as of March 31, 2018, is summarized below (in millions):

	Aggregated Committed Principal		Borrowing Base Limitation		Total Utilization		Net Availability
2017 Credit Agreement
Term Loan	$	71.5	$	71.5	$	71.5	$	-
Revolving Credit Facility ⁽¹⁾		1,000.0		864.2	397.9			466.3
First-in-Last-Out ("FILO")		100.0		100.0		100.0		-
Total all Funding Sources	$	1,171.5	$	1,035.7	$	569.4	$	466.3

(1)

The 2017 Credit Agreement provides for the issuance of letters of credit up to $50.0 million, plus up to $165.0 million to be used as collateral for obligations under the 2013 Note Purchase Agreement. Letters of credit totaling $177.1 million were utilized as of March 31, 2018.

The Company’s total debt and debt-to-total capitalization ratio consisted of the following amounts (in millions):

	As of			As of
	March 31,			December 31,
	2018			2017
2017 Credit Agreement
Term Loan	$	71.5		$	73.1
Revolving Credit Facility		220.8			181.3
FILO Facility		100.0			100.0
2013 Note Purchase Agreement		150.0			150.0
Debt		542.3			504.4
Stockholders’ equity		441.4			494.9
Total capitalization	$	983.7		$	999.3

Debt-to-total capitalization ratio		55.1	%		50.5	%

Refer to Note 11 – “Debt,” in the 2017 Form 10-K for further descriptions of the provisions of the Company’s financing facilities.

Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net (Loss) Income, Adjusted Diluted (Loss) Earnings Per Share, Adjusted EBITDA and Free Cash Flow (the “Non-GAAP table”)

The Non-GAAP table below presents Adjusted Gross Profit, Adjusted Operating Expenses, Adjusted Operating Income, Adjusted Net (Loss) Income, Adjusted Diluted (Loss) Earnings per Share, Adjusted EBITDA and Free Cash Flow for the three months ended March 31, 2018 and 2017 (in thousands, except per share data). These non-GAAP measures exclude certain non-recurring items and exclude other items that do not reflect the Company’s ongoing operations and are included to provide investors with useful information about the financial performance of our business. The presented non-GAAP financial measures should not be considered in isolation or as substitutes for the comparable GAAP financial measures. The non-GAAP financial measures do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP, and these non-GAAP financial measures should only be used to evaluate our results of operations in conjunction with the corresponding GAAP financial measures.

In order to calculate the non-GAAP measures, management excludes the following items to the extent they occur in the reporting period, to facilitate the comparison of current and prior year results and ongoing operations, as management believes these items do not reflect the underlying cost structure of our business. These items can vary significantly in amount and frequency.

•

Restructuring charges. Workforce reduction and facility closure charges such as employee termination costs, facility closure and consolidation costs, and other costs directly associated with shifting business strategies or business conditions that are part of a restructuring program.

Restructuring actions were taken in 2018 and included product assortment refinements and workforce reductions and facility consolidation (refer to Note 4 – “Severance and Restructuring Charges”).

•

Gain or loss on sale of assets or businesses. Sales of assets, such as buildings or equipment, and businesses can cause gains or losses. These transactions occur as the Company is repositioning its business and reviewing its cost structure.

•

Severance costs for operating leadership. Employee termination costs related to members of the Company’s operating leadership team are excluded as they are based upon individual agreements.

•

Asset impairments. Changes in strategy or macroeconomic events may cause asset impairments.

In the three months ended March 31, 2017, the Company recorded goodwill impairment which resulted from declines in sales, earnings and market capitalization (refer to Note 5 – “Goodwill and Intangible Assets”).

•

Other actions. Actions, which may be non-recurring events, that result from the changing strategies and needs of the Company and do not reflect the underlying expense of the on-going business.

In the three months ended March 31, 2018, these include charges related to transformational expenses and a gain reflecting receipt of payment on notes receivable reserved in 2015. In the three months ended March 31, 2017, other actions included litigation (refer to Note 13 – “Legal Matters”) and transformational expenses.

Adjusted Gross Profit, adjusted operating expenses and adjusted operating income . Adjusted gross profit, adjusted operating expenses and adjusted operating income provide management and our investors with an understanding of the results from the primary operations of our business by excluding the effects of items described above that do not reflect the ordinary expenses and earnings of our operations. Adjusted gross profit, adjusted operating expenses and adjusted operating income are used to evaluate our period-over-period operating performance as they are more comparable measures of our continuing business. These measures may be useful to an investor in evaluating the underlying operating performance of our business.

Adjusted net (loss) income and adjusted diluted (loss) earnings per share. Adjusted net (loss) income and adjusted diluted (loss) earnings per share provide a more comparable view of our Company’s underlying performance and trends than the comparable GAAP measures. Net (loss) income and diluted (loss) earnings per share are adjusted for the effect of items described above that do not reflect the ordinary earnings of our operations.

Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) . Adjusted EBITDA is helpful in evaluating our operating performance and is used by management for various purposes, including as a measure of performanc e and as a basis for strategic planning and forecasting. Net income is adjusted for the effect of interest, taxes, depreciation and amortization and stock-based compensation expense. Management believes that adjusted EBITDA is also commonly used by investo rs to evaluate operating performance between competitors because it helps reduce variability caused by differences in capital structures, income taxes, stock-based compensation accounting policies, and depreciation and amortization policies.

Free cash flow. Free cash flow is useful to management and our investors as it is a measure of the Company’s liquidity. It provides a more complete understanding of factors and trends affecting our cash flows than the comparable GAAP measure. Net cash provided by (used in) operating activities and net cash provided by (used in) investing activities are aggregated and adjusted to exclude acquisitions, net of cash acquired and divestitures.

Outlook. Adjusted diluted earnings per share and free cash flow are non-GAAP measures. A quantitative reconciliation of non-GAAP guidance to the corresponding GAAP information is not available because the non-GAAP guidance excludes certain GAAP information that is uncertain and difficult to predict. The adjusted diluted earnings per share guidance excludes impacts in the first three months of 2018 of $1.26 per share related to restructuring charges, transformational expenses and a payment on notes receivable. Actual amounts appear in the non-GAAP table included later in this section. For the remainder of the year, the factors that will be excluded are currently unknown due to the level of unpredictability and uncertainty associated with these items, but may include actions such as future restructuring charges, transformational expenses and cash flow impacts of acquisitions.

	For the Three Months Ended March 31,
	2018			2017 ⁽²⁾

Gross profit	$	121,176		$	185,668
Restructuring charges - product assortment refinements		42,823			-
Adjusted gross profit	$	163,999		$	185,668

Operating expenses	$	179,605		$	371,126
Restructuring charges (Note 4)		(14,061	)		-
Transformational expenses		(4,231	)		(2,951	)
Payment on notes receivable		110			-
Impairment of goodwill (Note 5)		-			(198,828	)
Litigation reserve (Note 13)		-			(6,000	)
Adjusted operating expenses	$	161,423		$	163,347

Operating loss	$	(58,429	)	$	(185,458	)
Gross profit and operating expense adjustments noted above		61,005			207,779
Adjusted operating income	$	2,576		$	22,321

Net loss	$	(51,440	)	$	(188,593	)
Gross profit and operating expense adjustments noted above		61,005			207,779
Non-GAAP tax provision on adjustments
Product assortment refinements		(9,733	)		-
Restructuring charges (Note 4)		(3,195	)		-
Transformational expenses		(961	)		(1,118	)
Payment on notes receivable		25			-
Impairment of goodwill (Note 5)		-			(6,559	)
Litigation reserve (Note 13)		-			(2,324	)
Income tax provision on adjusted net loss		(13,864	)		(10,001	)
Adjusted net (loss) income	$	(4,299	)	$	9,185

Diluted loss per share ⁽¹⁾	$	(1.38	)	$	(5.15	)
Gross profit and operating expense adjustments noted above		1.64			5.67
Non-GAAP tax provision on adjustments		(0.38	)		(0.27	)
Adjusted diluted (loss) earnings per share	$	(0.12	)	$	0.25

Net loss	$	(51,440	)	$	(188,593	)
Income tax benefit		(15,211	)		(4,328	)
Interest and other expense, net		8,222			7,463
Depreciation and amortization		10,798			10,965
Equity compensation expense		2,030			2,468
Gross profit and operating expense adjustments noted above		61,005			207,779
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)	$	15,404		$	35,754

Net cash (used in) provided by operating activities	$	(21,425	)	$	53,025
Net cash used in investing activities		(7,792	)		(8,312	)
Free cash flow	$	(29,217	)	$	44,713

(1)

Diluted loss per share for the three months ended March 31, 2018 and 2017 under GAAP reflect an adjustment to the basic earnings per share due to the net loss. The diluted earnings per share here does not reflect this adjustment.

(2)

Revised in the first quarter of 2018 for the impact of the adoption of a new pension accounting pronouncement.

I TEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is subject to market risk associated principally with changes in interest rates and foreign currency exchange rates. There were no material changes to the Company’s exposures to market risk during the quarter ended March 31, 2018, from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

I TEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon this evaluation, the principal executive officer and the principal financial officer concluded that our disclosure controls and procedures are effective in providing reasonable assurance that material information required to be disclosed in our reports filed with or submitted to the Securities and Exchange Commission under the Securities Exchange Act is made known to management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the quarter ended March 31, 2018, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

I TEM 1.

LEGAL PROCEEDINGS.

For information regarding legal proceedings, see Note 13 – “Legal Matters.”

I TEM 1A.

RISK FACTORS.

For information regarding risk factors, see “Risk Factors” in Item 1A of Part I of the 2017 Form 10-K. There have been no material changes to the risk factors described in such Form 10-K, except for the following.

RISKS RELATED TO ESSENDANT’S PLANNED MERGER WITH GPC’S SPR BUSINESS

On April 12, 2018, Essendant announced it entered into a definitive agreement with Genuine Parts Company (“GPC”) pursuant to which Essendant will combine with GPC’s Business Products Group (collectively, the “SPR Business”) in a business combination transaction, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of April 12, 2018, by and among GPC, Rhino SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of GPC (“SpinCo”), ESND and Elephant Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of ESND (“Merger Sub”). In connection with the Merger Agreement, GPC and SpinCo entered into a Separation Agreement dated as of April 12, 2018 (the “Separation Agreement”), pursuant to which the SPR Business will be separated from GPC. In the transactions contemplated by the Merger Agreement and the Separation Agreement, (i) GPC will transfer certain of its wholly owned subsidiaries that are engaged in the SPR Business to SpinCo, (ii) GPC will distribute SpinCo’s stock to GPC’s stockholders by way of a pro rata dividend (the “Distribution”), and (iii) Merger Sub will merge with and into SpinCo, with SpinCo as the surviving corporation (the “Merger” and, together with the Distribution, the “Transactions”) and a wholly owned subsidiary of ESND.

We have identified the following additional risks related to the Transactions:

Essendant may not realize the anticipated cost synergies and growth opportunities from the Transactions.

Essendant expects that it will realize cost synergies, growth opportunities and other financial and operating benefits as a result of the Transactions. Essendant’s success in realizing these benefits, and the timing of their realization, depends on the successful integration of the business operations of the SPR Business with Essendant. Even if Essendant is able to integrate the SPR Business successfully, Essendant cannot predict with certainty if or when these cost synergies, growth opportunities and benefits will occur, or the extent to which they will actually be achieved. For example, the benefits from the Transactions may be offset by costs incurred in integrating the companies. Realization of any benefits and synergies could be affected by the factors described in other risk factors and a number of factors beyond Essendant’s control, including, without limitation, general economic conditions, further consolidation in the industries in which Essendant operates, increased operating costs and regulatory developments.

The integration of the SPR Business with Essendant following the Transactions may present significant challenges.

There is a significant degree of difficulty inherent in the process of integrating the SPR Business with Essendant. These difficulties include:

•

the integration of the SPR Business with Essendant’s current businesses while carrying on the ongoing operations of all businesses;

•

managing a significantly larger company than before the consummation of the Transactions;

•

coordinating geographically separate organizations;

•

integrating the business cultures of each of the SPR Business and Essendant, which may prove to be incompatible;

•

creating uniform standards, controls, procedures, policies and information systems and controlling the costs associated with such matters;

•

integrating certain information technology, purchasing, accounting, finance, sales, billing, human resources, payroll and regulatory compliance systems; and

•

the potential difficulty in retaining key officers and personnel of Essendant and SpinCo.

The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of the SPR Business or Essendant’ s business. Members of Essendant’s or the SPR Business’ senior management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage Essendant or the SPR Business, serve the exi sting Essendant business or the SPR Business, or develop new services or strategies. If Essendant’s or the SPR Business’ senior management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, the business of Essendant or the SPR Business could suffer.

Essendant’s successful or cost-effective integration of the SPR Business cannot be assured. The failure to do so could have a material adverse effect on Essendant’s business, financial condition or results of operations after the Transactions.

Essendant and GPC may fail to obtain the required regulatory approvals in connection with the Merger in a timely fashion, if at all, or regulators may impose burdensome conditions.

Essendant and GPC are subject to certain antitrust and competition laws, and the proposed Merger is subject to review and approval by regulators under those laws, including review and approval by the Antitrust Division of the U.S. Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976 (“HSR Act”). Although Essendant and GPC have agreed to use reasonable best efforts to obtain the requisite approvals, there can be no assurance that these regulatory approvals will be obtained.

Additionally, the requirement to receive certain federal regulatory approvals before the consummation of the Transactions could delay the completion of the Transactions if, for example, one or more government agencies request additional information from the parties in order to facilitate their review of the Transactions. An extended delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction costs, loss of revenue or other effects associated with uncertainty about the Transactions. In addition, these governmental entities may attempt to condition their approval of the Transactions on the imposition of conditions, terms, obligations or restrictions that could have a material adverse effect on the Transactions themselves or Essendant’s business after the Transactions, including, but not limited to, Essendant’s operating results or the value of its common stock. If Essendant agrees to any material conditions, terms, obligations or restrictions in order to obtain any approvals required to complete the Transactions, the business, financial condition or results of operations of the combined company may be adversely affected.

Failure to complete the Transactions could adversely impact the market price of Essendant common stock as well as its business and operating results.

The consummation of the Transactions is subject to numerous conditions, including without limitation: (i) the spin-off having taken place in accordance with the Separation Agreement; (ii) the Securities and Exchange Commission declaring effective Essendant’s registration statement registering Essendant common stock to be issued pursuant to the Merger Agreement; (iii) approval of the issuance of our common stock by the requisite vote of Essendant’s stockholders; and (iv) expiration of the applicable waiting period under the HSR Act. There is no assurance that these conditions will be met and that the Transactions will be consummated.

If the Transactions are not completed for any reason, the price of Essendant common stock may decline to the extent that the market price of Essendant common stock reflects positive market assumptions that the Transactions will be completed and the related benefits will be realized. In addition, Essendant and GPC have expended and will continue to expend significant management time and resources and have incurred and will continue to incur significant expenses due to legal, advisory, printing and financial services fees related to the Transactions. A substantial portion of these expenses must be paid regardless of whether the Transactions are consummated. Even if the Transactions are completed, delay in the completion of the Transactions could diminish the anticipated benefits of the Transactions or result in additional transaction expenses, loss of revenue or other effects associated with uncertainty about the Transactions. If the Transactions are not consummated because the Merger Agreement is terminated, Essendant may be required under certain circumstances to pay GPC a $12 million termination fee or may under other circumstances be required to reimburse GPC for up to $3 million for certain expenses in connection with the Transactions.

The announcement and pendency of the Merger coul d have an adverse effect on Essendant’s stock price, business, financial condition, results of operations or business prospects.

The announcement and pendency of the Merger could disrupt Essendant’s business in negative ways. For example, customers and other third-party business partners of Essendant or the SPR Business may seek to terminate and/or renegotiate their relationships with Essendant or the SPR Business as a result of the Merger, whether pursuant to the terms of their existing agreements with Essendant and/or the SPR Business or otherwise. In addition, current and prospective employees of Essendant and the SPR Business may experience uncertainty regarding their future roles with the combined company, which might adversely affect Essendant’s ability to retain, recruit and motivate key personnel. Should they occur, any of these events could adversely affect the stock price of, or harm the financial condition, results of operations or business prospects of, Essendant.

Essendant will incur significant costs related to the Transactions.

Essendant expects to incur significant one-time costs in connection with the Transactions in 2018, including legal, accounting and other professional fees and transition and integration-related expenses. While Essendant expects to be able to fund these one-time costs using cash from operations and borrowings under existing and anticipated credit sources, these costs will negatively impact Essendant’s liquidity, cash flows and results of operations in the periods in which they are incurred.

The Transactions may discourage other companies from trying to acquire Essendant before or for a period of time following completion of the Transactions.

Certain provisions in the Merger Agreement prohibit Essendant from soliciting any acquisition proposal during the pendency of the Merger. If the Merger Agreement is terminated under circumstances that obligate Essendant to pay GPC a termination fee, Essendant’s financial condition will be adversely affected as a result of the payment of the termination fee, which might deter third parties from proposing alternative acquisition proposals, including acquisition proposals that might result in greater value to Essendant stockholders than the Transactions. In addition, we have entered into a Tax Matters Agreement with GPC and SpinCo, certain provisions of which are intended to preserve the intended tax treatment of certain transactions contemplated by the Merger Agreement and the Separation Agreement. These provisions may discourage acquisition proposals for a period of time following the Transactions. Essendant expects to issue approximately 40.2 million shares of its common stock in connection with the Merger. Consequently, Essendant will be a significantly larger company and have significantly more shares of common stock outstanding after the consummation of the Transactions, an acquisition of Essendant may become more expensive. As a result, some companies may not seek to acquire Essendant.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

(a)

Not applicable.

(b)

Not applicable.

(c)

Common Stock Purchases.

The Company did not repurchase any shares of common stock in the three months ended March 31, 2018 and 2017. The Company did not repurchase any additional shares through April 25, 2018. As of that date, the Company had approximately $68.2 million remaining of existing share repurchase authorization from the Board of Directors.

2018 Fiscal Month	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
January 1, 2018 to January 31, 2018		-		-		-		68,160,702
February 1, 2018 to February 28, 2018		-		-		-		68,160,702
March 1, 2018 to March 31, 2018		-		-		-		68,160,702
Total First Quarter		-	$	-		-	$	68,160,702

I TEM 6.

EXHIBITS

(a)

Exhibits

This Quarterly Report on Form 10-Q includes as exhibits certain documents that the Company has previously filed with the SEC. Such previously filed documents are incorporated herein by reference from the respective filings indicated in parentheses at the end of the exhibit descriptions (all made under the Company’s file number of 0-10653). Each of the management contracts and compensatory plans or arrangements included below as an exhibit is identified as such by a double asterisk at the end of the related exhibit description.

Exhibit No.		Description
3.1		Third Restated Certificate of Incorporation of Essendant Inc. (“ESND” or the “Company”), dated as of June 1, 2015 (Exhibit 3.1 to the Form 10-Q, filed on July 23,2015)
3.2		Amended and Restated Bylaws of Essendant Inc., dated as of December 13, 2016 (Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on December 16, 2016)
4.1		Note Purchase Agreement, dated as of November 25, 2013, among ESND, Essendant Co. (ECO), and the note purchasers identified therein (the “2013 Note Purchase Agreement”) (Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 19, 2014 (the “2013 Form 10-K”))
4.2		Amendment No. 1 to Note Purchase Agreement, dated as of January 27, 2016, among ECO, ESND and the holders of Notes issued by the Company that are parties thereto (Exhibit 4.2 to the Form 10-Q, filed on April 20, 2016 )
4.3		Amendment No. 2 to Note Purchase Agreement, dated as of August 30, 2016, among ESND, ECO, and the note purchasers identified therein (Exhibit 10.7 to the Company’s Form 10-Q filed on October 26, 2016)
4.4		Amendment No 3 to Note Purchase Agreement, dated as of February 9, 2017, among ESND, ECO and the note purchasers identified therein (Exhibit 10.2 to the Form 10-Q filed on April 27, 2017)
4.5		Amendment No 4 to Note Purchase Agreement, dated as of February 22, 2017, among ESND, ECO and the note purchasers identified therein (Exhibit 10.3 to the Form 10-Q filed on April 27, 2017)
4.6		Parent Guaranty, dated as of November 25, 2013, by ESND in favor of the holders of the promissory notes identified therein (Exhibit 4.5 to the 2013 Form 10-K)
4.7		Subsidiary Guaranty, dated as of November 25, 2013, by all of the domestic subsidiaries of ECO (Exhibit 4.6 to the 2013 Form 10-K)
10.1*		Annual Cash Incentive Award Plan for Section 16 Officers**
10.2*		Form of Cash Incentive Award Agreement **
10.3*		Form of Performance-Based Restricted Stock Unit Award Agreement for Section 16 Officers**
10.4*		Form of Performance-Based Cash Award Agreement**
10.5*ⱡ		Agreement and Plan of Merger Dated as of April 12, 2018 by and among Genuine Parts Company, Rhino SpinCo, Inc., Essendant Inc. and Elephant Merger Sub Corp
10.6*ⱡ		Separation Agreement Dated as of April 12, 2018 by and between Genuine Parts Company and Rhino SpinCo, Inc.
31.1*		Certification of Chief Executive Officer, dated as of April 25, 2018, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer, dated as of April 25, 2018, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Chief Executive Officer and Chief Financial Officer, dated as of April 25, 2018, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		The following financial information from Essendant Inc.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018, filed with the SEC on April 25, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheet at March 31, 2018 and December 31, 2017; (ii) the Condensed Consolidated Statement of Loss for the three-month periods ended March 31, 2018 and 2017; (iii) the Condensed Consolidated Statements of Comprehensive Loss for the three-month periods ended March 31, 2018 and 2017; (iv) the Condensed Consolidated Statement of Cash Flows for the three-month periods ended March 31, 2018 and 2017; and (v) Notes to Condensed Consolidated Financial Statements.
*		- Filed herewith
**		- Represents a management contract or compensatory plan or arrangement
ⱡ		- Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be supplementally provided to the Securities and Exchange Commission upon request

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 thereunto duly authorized.

			ESSENDANT INC.
			(Registrant)

Date: April 25, 2018			/s/ Janet Zelenka
			Janet Zelenka
			Senior Vice President and Chief Financial Officer

EXHIBIT 10.1

Essendant Inc.

Annual Cash Incentive Award Plan

For Section 16 Officers

Essendant, Inc. maintains the 2015 Long-Term Incentive Plan, as amended and restated effective May 20, 2015, and as the same may be subsequently amended, restated or modified (the “LTIP”), under which the Human Resources Committee of the Company’s Board of Directors (“Committee”) has the discretion to grant Cash Incentive Awards (“Awards”). The Committee wishes to exercise its discretion to grant Awards pursuant to the terms and conditions of the LTIP and this Annual Cash Incentive Award Plan (the “CIP”), which is hereby amended and restated by the Committee effective as of January 1, 2018, for the purpose of granting Awards (subject to the terms and conditions of the LTIP).

Any term that is capitalized but not defined in this CIP will have the meaning set forth in the LTIP.

Eligibility. For any Performance Period (as defined in Section 3 below), the Committee shall determine and designate those officers of the Company for purposes of Section 16 of the Securities Exchange Act of 1934 (“Section 16 Officers”) and who will be granted an Award under this CIP and such persons shall be “Participants” in this CIP for that Performance Period.

Awards. Unless otherwise designated by the Committee pursuant to Section 6 below, Awards made under this CIP are subject to the maximum Award amounts specified in the LTIP. Any Award granted under this CIP will be evidenced by a separate writing and subject to the terms and conditions of the LTIP and this CIP.

Performance Period. The Performance Period for an Award granted under this CIP shall be the calendar year specified by the Committee in the separate writing evidencing the Award.

Performance Measurement. Payment of Awards granted under this CIP will be conditioned upon the achievement of one or more performance measures during the applicable Performance Period. The applicable performance measures will be (a) determined by the Committee, and (b) set forth in the separate writing evidencing the Award.

Employment on Last Day of Performance Period. Except as otherwise provided in Section 6 below or in a superseding Employment Agreement, a Participant must be actively employed by the Company on the last day of the Performance Period to receive any payment due for that Performance Period for a final Award determined under Section 7 below.

Partial Year Participation. The Committee may allow an individual who transfers into or out of an eligible position (Section 16 Officers) or who terminates employment under certain circumstances during a Performance Period to participate in the CIP for that Performance Period on a prorated basis. In such a case, the Participant’s final Award will be prorated as reasonably determined by the Committee, but generally based on the Participant’s compensation earned during the Performance Period by the Participant at each applicable, position, salary and bonus level. Situations in which proration may be appropriate include, but are not limited to: (a) new hire, (b) transfer from a position that does not meet the eligibility criteria to a position that meets the eligibility criteria, (c) transfer from a position that does meet the eligibility criteria to a position that does not meet the eligibility criteria, (d) changes in the conditions of participation such as target incentive level, salary, leave of absence, etc. during the Performance Period, and (e) terminations under certain circumstances which are described below. In the case of prorated Awards, the Participant’s final Award will be the sum of all prorated Awards.

Terminations – Except as otherwise provided in any written employment agreement between the Participant and the Company or in the Essendant Inc. Executive Severance Plan (or any successor plan thereto), if a Participant’s employment terminates during a Performance Period due to death, disability (as defined by the Social Security Administration), retirement (which is a voluntary termination of employment by the Participant on or after reaching age 60 if the Participant also has at least five years of service with the Company) or a reduction in force to be determined by the Company in its sole discretion,

the Participant shall be eligible to receive a prorated portion of the Award as determined based on act ual performance through the end of the Performance Period in accordance with Section 7 below.

Leaves of Absence - Incentive compensation, including any Award payable under the CIP, is prorated based on the number of days a Participant takes an unpaid leave of absence during the incentive measurement timeframe (i.e., the Performance Period) unless otherwise required by state law. A leave day where a Participant only receives benefit payments (e.g., short term disability, long term disability and workers’ compensation) is deemed unpaid for the purpose of determining incentive pay. An approved intermittent, partial leave day is deemed paid for the purpose of determining incentive compensation.

Adjustment of Performance Measure Targets and Determination and Payment of Final Awards – The Committee has the right to adjust the performance measure targets (either up or down) during the Performance Period if it determines that external changes or other unanticipated business conditions have materially affected the fairness of the targets or unduly influenced the Company’s ability to meet them. The Committee also has the right to adjust the performance measure targets during the Performance Period in the event an extraordinary and unanticipated corporate event such as a Change of Control requires that the CIP be amended to provide for a Performance Period consisting of less than twelve months. Notwithstanding the foregoing, the Committee has the right to adjust Awards in accordance with the LTIP.

As soon as practicable after the close of the Performance Period, the Committee will review performance against the previously established performance measures and approve final Awards for each Participant who remains actively employed by the Company on the last day of the Performance Period (or who satisfies the provisions of Section (6)). A Participant will be eligible to receive payment with respect to an Award only to the extent that, (a) the performance measures for such Award are achieved, and (b) it is determined that all or some portion of the Participant’s Award has been earned for the Performance Period. The Company will pay the final Awards in cash as soon as administratively practicable, but no later than March 15th of the calendar year following the calendar year in which the last day of the Performance Period occurred, in accordance with each Participant’s payroll election (i.e., direct deposit or pay card) at the time the Award is distributed. Final Awards shall be a liability of the Company on the last day of the Performance Period.

No Right to Employment. Nothing herein confers upon a Participant any right to continue in the employ of the Company or any Subsidiary.

Administration and Interpretation. The Committee has the authority to control and manage the operation and administration of the LTIP and this CIP. Any interpretations of the LTIP or this CIP by the Committee and any decisions made by it under the LTIP or this CIP are final and binding on the Participant and all other persons.

10.

Governing Law. This CIP and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

11.

Controlling Terms and Conditions. Notwithstanding anything in this CIP to the contrary, the terms of this CIP shall be subject to all of the terms and conditions of the LTIP (as it may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this CIP and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the LTIP and this CIP. The LTIP (along with this CIP and any individual Award granted to a Participant) supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements) involving cash incentive Awards.

12.

Recovery of Payments . Notwithstanding any contrary provision of this CIP, the Companies may recover any Award granted or paid under the CIP, to the extent required by the terms of any clawback or compensation recovery policy adopted by the Companies.

13.

Amendment and Termination. This CIP may be amended or terminated in accordance with the provisions of the LTIP, and may otherwise be amended or terminated by the Company without the consent of any other person, provided that this CIP shall not be amended or terminated in any manner that would be inconsistent with Section 409A of the Code (to the extent applicable).

Exhibit 10.2

ESSENDANT INC.
2015 LONG-TERM INCENTIVE PLAN
20[ ] Cash Incentive Award Agreement

This Cash Incentive Award Agreement (this “Agreement”), dated as of [[DATE]] (the “Award Date”), is by and between [[FIRST NAME]] [[LAST NAME] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2015 Long-Term Incentive Plan (the “Plan”). In the exercise of its discretion to grant cash incentives, the Committee has determined that the Participant should receive a Cash Incentive Award, on the following terms and conditions:

Grant . The Company hereby grants to the Participant a Cash Incentive Award (the “Award”). The Award will be subject to the terms and conditions of the Plan and this Agreement. The Award constitutes the right, subject to the terms and conditions of the Plan and this Agreement, to receive a future payment of cash.

2.	Maximum and Target . The maximum amount the Participant may be paid under this Agreement (“Maximum”) is [[ Amount granted ($)]] . The “Target” for purposes of this Agreement is [[ Amount ($)]] .

Vesting and Effect of Date of Termination . The Participant’s right to receive payment under this Cash Incentive Award will vest on [[DATE]] (the “Scheduled Vesting Date”), provided that the Participant’s Date of Termination has not occurred before the Scheduled Vesting Date, and provided further that the Committee has certified in writing that the [[APPLICABLE PERFORMANCE CONDITION]] has been met

If the Participant’s Date of Termination occurs for any reason before the Scheduled Vesting Date all of the rights to receive payment under this Agreement will be forfeited, subject to the following exceptions:

(a)

If (i) the Company undergoes a Change of Control and (ii) the Participant’s Date of Termination occurs after such Change of Control as a result of the Participant’s death, Disability (as defined below), or involuntary “separation from service” (as described in Treasury Regulation Section 1.409A-1(h)) without Cause or for Good Reason, the Participant will receive a payment equal to the Applicable Vesting Percentage times Target.

(b)

If, (i) the Committee has certified in writing that [[APPLICABLE PERFORMANCE CONDITION]] has been met and (ii) the Participant’s Date of Termination occurs as a result of his death or Disability (as defined below) and a Change of Control has not occurred, the Participant will receive a payment equal to the Applicable Vesting Percentage times Target.

For purposes of this Agreement, the term “Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period. Notwithstanding the foregoing, to the extent necessary to cause the Award to comply with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), “Disability” shall mean a “disability” as described in Treasury Regulation Section 1.409A-3(i)(4).

Applicable Vesting Percentage . If (i) the Committee has certified in writing that the [[APPLICABLE PERFORMANCE CONDITION]] has been met (which c ertification shall occur no later than [[DATE]] ), (ii) the Participant is still actively employed on the Scheduled Vesting Date, and (iii) an event described in Section 3(a)(ii) or 3(b)(ii) (a “Vesting Event”) has not occurred prior to the Scheduled Vestin g Date, then the Applicable Vesting Percentage is one hundred percent (100%). For the avoidance of doubt, only the occurrence of the first Vesting Event will be considered a Vesting Event for purposes of this Agreement.

Otherwise, except with respect to a Vesting Event described in Section 3(a)(ii) (for which no such certification shall be required), if the Committee has certified in writing that the [[APPLICABLE PERFORMANCE CONDITION]] has been met (which certification shall occur no later than [[DATE]] ), and if a Vesting Event has occurred prior to the Scheduled Vesting Date, the Participant’s Applicable Vesting Percentage shall be determined according to the date the Vesting Event occurs as follows: [[VESTING SCHEDULE]] .

Notwithstanding anything to the contrary in this Section 4, (a) if either (I) a Vesting Event occurs prior to [[DATE]] , or (II) except with respect to a Vesting Event described in Section 3(a)(ii), the Committee does not certify in writing that the [[APPLICABLE PERFORMANCE CONDITION]] has been met (which certification shall occur no later than [[DATE]] ), then in either case the Applicable Vesting Percentage shall be zero percent (0%), and (b) if the Participant becomes entitled to payment hereunder pursuant to Section 3(a), the Applicable Vesting Percentage shall be determined pursuant to this Section 4 irrespective of whether the Committee’s certification has occurred.

Amount and Time of Payment . If the Applicable Vesting Percentage is one hundred percent (100%), then the amount of the Participant’s payment will equal the Maximum subject to the Committee’s right to reduce the payment in accordance with the guidelines in Exhibit I attached to this Agreement. Otherwise, the amount of the Participant’s payment will equal the Applicable Vesting Percentage times Target.

If the Participant’s Date of Termination does not occur prior to the Scheduled Vesting Date, payment shall be made in the first calendar quarter following the Scheduled Vesting Date. If the Participant’s Date of Termination does occur prior to the Scheduled Vesting Date, payment shall be made on the first business day following a period of six (6) months after the Date of Termination, or if later, the first business day following the Committee’s certification in writing that the [[APPLICABLE PERFORMANCE CONDITION]] has been met (which certification shall occur no later than [[DATE]] ); provided that any payment that becomes due pursuant to Section 3(a) hereof shall not be subject to delay pending such certification .

6.	No Further Obligations . Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s right to payment are forfeited as provided herein.

Payment in the Event of the Participant’s Death . If the Participant dies before the Company has paid the amount due under this Agreement, the Company will pay the amount due (if any) to the beneficiary designated by the Participant, or if no such beneficiary has been designated, to the Participant’s estate.

8(b), 8(c), and 8(d), below (the “Restrictive Covenants”). In addit ion, but subject to the last sentence of this paragraph, Participant agrees that if Participant violates any provision of such Restrictive Covenants, then any payment received under this Agreement at any time during the [[TIME]] period immediately precedin g the date on which such violation occurred shall immediately be repaid back to the Company (the “Forfeited Payment”). Subject to the last sentence of this paragraph, Participant hereby agrees that upon demand from the Company at any time after discovery o f the violation of a Restrictive Covenant or imposition of a claw back, Participant shall pay to the Company an amount equal to the payment (before tax withholdings) made by Company to Participant under this Agreement. Subject to the last sentence of this paragraph and any applicable limitations of Code Section 409A, by accepting this Agreement, Participant consents to a deduction from any amounts the Company owes Participant from time to time (including amounts owed to Participant as wages or other compens ation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by the Company), to the extent of the amounts Participant owes the Company under this Section 8. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount Participant owes pursuant to this Section 8, Participant hereby agrees to pay immediately the unpaid balance to the Company. Notwithstanding the foregoing, if and to the extent that a violation of a Restrictive Covenant is curable at the time of discovery by the Company, Participant will not be deemed to have violated such Restrictive Covenant unless and until the Company gives Participant written notice of such violation and Particip ant fails to cure such violation within thirty (30) calendar days after receipt of such written notice.

(a)

Confidential Information . Participant acknowledges that during the course of his or her Service, he or she has received and will receive Confidential Information. Participant further acknowledges that he or she has received a copy of the Company’s Confidentiality and Nondisclosure Policy. Participant acknowledges and agrees that it is his or her responsibility to protect the integrity and confidential nature of the Confidential Information, both during and after his or her Service, and Participant shall not directly or indirectly use, disclose, disseminate, or otherwise make available any such Confidential Information, either during or after the term of his or her Service, except as necessary for the performance of his or her duties to the Company or as expressly permitted in writing by the Company.

(b)

Competitive Activities . During Participant’s Service and for [[TIME]] after the termination of Participant’s Service for any reason whatsoever (including Retirement), Participant shall not engage in any Competitive Activity (as defined in paragraph 8(e)(iii)). Participant’s obligations under this paragraph 8(b) shall apply in any geographic territory in which the Company conducts its business during the term of the Participant’s Service. In the event that any portion of this paragraph 8(b) shall be determined by any court of competent jurisdiction to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonably may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such court in such action. Participant acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

(c)

Non-Solicitation . During Participant’s Service and for [[TIME]] after the termination of Participant’s Service for any reason whatsoever, Participant shall not:

(i)

Solicit, induce, or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;

(ii)

Solicit, induce, or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to any third person, firm, or entity;

(iii)

Employ or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected, or affiliated;

(iv)

Call upon, induce, or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor, or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor, or other business relation and the Company;

(v)

Call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or

(vi)

Assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

(d)

Other Restricted Activities . During Participant’s Service and for [[TIME]] after the termination of Participant’s Service for any reason whatsoever, Participant shall not engage in any other activity that is inimical, contrary, or harmful to the interests of the Company including, but not limited to (i) conduct related to Participant’s Service for which either criminal or civil penalties against Participant may be sought, (ii) violation of Company policies, including, without limitation, the Company's insider trading policy, or (iii) participating in a hostile takeover attempt.

(e)

Definitions . For purposes of this Section 8, the following terms shall have the following definitions:

(i)

The term “Company” shall include any Subsidiary of the Company that may exist at a given time.

(ii)

The term “Competing Business” shall mean any business activities that are directly or indirectly competitive with the business conducted by the Company or its Subsidiaries at or prior to the date of the termination of Participant’s Service, all as described in the Company’s periodic reports filed pursuant to the Exchange Act (e.g., the Company’s Annual Report on Form 10-K) or other comparable publicly disseminated information.

(iii)

The term “Competitive Activity” shall mean directly or indirectly investing in, owning, operating, financing, controlling, or providing services to a Competing Business if the nature of such services are the same as or similar in position scope and geographic scope to any position held by Participant during the last [[TIME]] of his or her employment with the Company, such that Participant’s engaging in such services on behalf of a Competing Business does or may pose competitive harm to the Company, provided that passive investments of less than a two

percent (2%) ownership interest in any entity that is a Competing Business will not be considered to be a “Competitive Activ ity.”

(iv)

The term “Confidential Information” has the meaning set forth in the Company’s Confidentiality and Nondisclosure Policy. Confidential Information includes not only information contained in written or digitized Company documents but also all such information that Participant may commit to memory during the course of his or her Service. “Confidential Information” does not include information that is available in reasonably similar form to the general public through no fault of Participant, or that was received by Participant outside of the Company, without an obligation of confidentiality.

(v)

Participant will be deemed to be in “Service” to the Company so long as he or she renders continuous servic es on a periodic basis to the Company in the capacity of an employee, director, consultant, independent contractor, or other advisor (but, in the case of Participant’s continued Service as a consultant, independent contractor, or other advisor, only as determined by the Committee or the Board, in its sole and absolute discretion, following Participant’s initial Service as an employee or director).

(f)

Equitable Relief; Enforceability . By accepting this Agreement and the Restricted Shares granted hereby, Participant agrees that the Restrictive Covenants set forth in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. In the event a violation of any of the restrictions contained in this Section 8 is established, the Company shall be entitled to seek enforcement of the provisions of this Section 8 through proceedings at law or in equity in any court of competent jurisdiction, including preliminary and permanent injunctive relief. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section 8, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation have been finally terminated in good faith. Participant is aware that there may be defenses to the enforceability of the Restrictive Covenants set forth in this Section 8, based on time or territory considerations, and Participant knowingly, consciously, intentionally, entirely voluntarily, and irrevocably waives any and all such defenses and agrees that he or she will not assert the same in any action or other proceeding brought by the Company for the purpose of enforcing the Restrictive Covenants.

9.	No Right to Employment . Nothing herein confers upon the Participant any right to continue in the employ of the Company or any Subsidiary.

10.

Nontransferability . Except as otherwise provided by the Committee or as provided in Section 5, the Participant's interests and rights in and under this Agreement are not assignable or transferable other than as designated by the Participant by will or by the laws of descent and distribution. Payment will be made only to the Participant; or, if the Committee has been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Section 5 hereof. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein, and the Committee shall extend to those individuals the rights otherwise exercisable by the Participant with regard to any withholding tax election in accordance with Section 5 hereof. Any effort to otherwise assign or transfer any Restricted Shares (before they are distributed) or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

11.

Administration and Interpretation . The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for th e administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise . Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or thi s Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan.

12.	Governing Law . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

13.

Sole Agreement . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules, and regulations adopted or made by the Committee from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations, or agreements (including, without limitation, any terms of any employment offers, discussions, or agreements between the parties).

14.	Binding Effect . This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors, and assigns.

15.

Amendment and Waiver . This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and the Participant without the consent of any other person. No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Company and the Participant have duly executed this Agreement as of the Award Date.


ESSENDANT INC.	PARTICIPANT
By:

______________________________	______________________________
[[NAME]]	[[NAME]]
[[TITLE]]

EXHIBIT I

Set forth below are the goals that the Committee shall assess in determining the Participant’s payment under Section 5 of the Agreement in those circumstances where the Applicable Vesting Percentage is 100%. As specified in the Agreement, the payment to the Participant in such circumstances shall be the Maximum unless the Committee elects (in its sole discretion) to reduce the payment to an amount between the Target and the Maximum because it determines (in its sole discretion) that the Participant has not fully achieved the goals specified below during the performance period ending [[DATE]] .

On an annual basis, the Company and the Participant shall provide to the Committee an assessment of the Participant’s progress toward achieving the goals specified below: [[GOALS]] .

EXHIBIT 10.3

ESSENDANT INC.

2015 LONG-TERM INCENTIVE PLAN

Performance Based Restricted Stock Units Award Agreement for Section 16 Officers

This Performance Based Restricted Stock Units Award Agreement for Section 16 Officers (this “Agreement”), dated March 15, 2018 (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s 2015 Long-Term Incentive Plan (the “Plan”).

In the exercise of its discretion to grant awards under the Plan, the Committee has determined that the Participant should receive an award of restricted stock units (“Units”) under the Plan, on the following terms and conditions:

Grant . The Company hereby grants to the Participant a Restricted Stock Units Award (the “Award”) consisting of [[SHARESGRANTED]] Units (the “Target Number of Units”), subject to possible increase to as many as two times the Target Number of Units (the “Maximum Number of Units”), or decrease to as low as zero, depending on the degree to which the Company has satisfied the performance-based objectives specified in Appendix A to this Agreement. Each Unit that vests represents the right to receive one share of the Company’s common stock as provided in Section 5 of this Agreement. The Award will be subject to the terms and conditions of the Plan and this Agreement.

No Rights as a Stockholder . The Units granted pursuant to this Award do not entitle the Participant to any rights of a stockholder of the Company unless and until the Units vest as set forth in Section 3 and the Company has caused the Stock to be delivered as set forth in Section 5. The Participant’s rights with respect to the Units shall remain forfeitable at all times until satisfaction of the vesting conditions set forth in Section 3 of this Agreement.

3.	Vesting; Effect of Date of Termination . For purposes of this Agreement, “Vesting Date” means the earlier of March 1, 2021 , or such other date upon which a vesting event occurs pursuant to this Section 3.

(a)

Units will vest on the Vesting Date (i) if the Participant’s Date of Termination has not occurred before the Vesting Date, and (ii) only to the extent the Units have been earned as provided in Section 4 during the period (the “Performance Period”) from January 1, 2018 to December 31, 2018 (the “Determination Date”). The period from the Award Date through the Vesting Date is referred to as the “Vesting Period.” Except as provided in paragraphs 3(b) through 3(f), if the Participant’s Date of Termination occurs for any reason prior to the Vesting Date, the Units will be forfeited as of the Participant’s Date of Termination.

(b)

If the Participant’s Date of Termination occurs during the Vesting Period, but prior to a Change of Control, by reason of the Participant’s death or Permanent and Total Disability (as defined in paragraph 3(f)), then (i) if such Date of Termination occurs on or prior to the Determination Date, a portion of the Units will become vested as of the Participant’s Date of Termination equal to an amount determined by multiplying the Target Number of Units by a fraction, the numerator of which shall be the number of whole months elapsed from the Award Date through the Date of Termination, and the denominator of which shall be 36, and (ii) if such Date of Termination occurs after the Determination Date, the Earned Units (as defined in Section 3) will be vested as of the Participant’s Date of Termination. Any remaining portion of the Units that do not vest as provided in this paragraph shall be forfeited as of the Participant’s Date of Termination.

(c)

If the Participant’s Date of Termination occurs during the Vesting Period, but prior to a Change of Control, by reason of the Participant’s Retirement (as defined in paragraph 3(h)), then except as provided in paragraph 3(d), the Units will remain outstanding until the Vesting Date, at which point all or a prorated portion of the Units will vest to the extent that they have been earned as provided in Section 4 during the Performance Period, but only if the following conditions have been satisfied: (i) the Participant has provided the Company with written notice of his or her intent to retire at least 3 months prior to the Partici pant’s Date of Termination (but such advance notice shall not be required if Retirement occurs as a result of the Participant’s involuntary Separation from Service (as defined in paragraph 3(g)) without Cause or the Participant’s Separation from Service fo r Good Reason); and (ii) the Participant executes a release of claims and an agreement not to compete in such forms as the Company may prescribe, and such release and agreement have become fully effective within 60 days following the Participant’s Date of Termination. If the conditions described in the preceding sentence are not satisfied, the Units shall be forfeited as of the Participant’s Date of Termination. The potential proration described in this paragraph 3(c) shall be accomplished as follows: (A) i f the Participant’s Date of Termination in connection with the Participant’s Retirement occurs on or prior to the Determination Date, then the number of vested Units as of the Vesting Date shall equal (I) the number of Earned Units, multiplied by (II) a fr action, the numerator of which is the number of whole months that elapsed during the period beginning on the first day or the Performance Period and ending on the Date of Termination, and the denominator of which shall be 12; and (B) if the Participant’s D ate of Termination occurs after the Determination Date, then the number of vested Units as of the Vesting Date shall equal the number of Earned Units.

(d)

If (i) a Change of Control occurs during the Performance Period and prior to the Participant’s Date of Termination, or (ii) a Change of Control occurs after the Participant’s Retirement, but prior to the Determination Date, then in either such case the Target Number of Units shall become vested as of the date of such Change of Control. If (A) a Change of Control occurs after the Performance Period and prior to the Participant’s Date of Termination, or (B) a Change of Control occurs after both (I) the Performance Period, and (II) the Participant’s Retirement, but prior to the Vesting Date, then in either such case the Earned Units will become vested as of the date of such Change of Control. For the avoidance of doubt, the provisions of this paragraph 3(d) will apply after the Participant’s Retirement only if the conditions set forth in paragraph 3(c)(i) and (ii) have been satisfied in connection with such Retirement.

(e)

If (i) the Participant’s Date of Termination occurs during the Vesting Period, but prior to a Change of Control, as a result of the Participant’s involuntary Separation from Service without Cause or the Participant’s Separation from Service for Good Reason (but excluding the Participant’s Retirement if the conditions in paragraph 3(c) are satisfied in connection with such Retirement), (ii) a Change of Control then occurs within six months following the Participant’s Date of Termination, and (iii) the Committee determines that there is clear evidence that the Participant’s termination of employment was made in contemplation of the Change of Control, then a number of shares of Stock (subject to Section 5.2(f) of the Plan) determined pursuant to the following sentence will be delivered to the Participant on a fully vested basis promptly following the Change of Control, but in no event later than the later of (A) the end of the calendar year in which the Change of Control occurs, and (B) the date that is two-and-one-half months following the Change of Control. For purposes of the preceding sentence, (I) if the [Date of Termination/Change in Control] occurs on or prior to the Determination Date, the relevant number of shares of Stock (subject to Section 5.2(f) of the Plan) shall be equal to the Target Number of Units, and (B) if the [Date of Termination/Change in Control] occurs after the Determination Date, the relevant number of shares of Stock (subject to Section 5.2(f) of the Plan) shall be equal to the number of Earned Units.

(f)

For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his or her duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period. Notwithstanding the foregoing, to the extent necessary to cause the Award to comply with the requirements of Section 409A of the Internal Revenue Code, as amended ( the “Code”), “Permanent and Total Disability” shall mean a “disability” as described in Treasury Regulations Section 1.409A-3(i)(4).

(g)

For purposes of this Agreement, a Date of Termination shall be deemed to have occurred only if on such date the Participant has also experienced a “separation from service” as defined in the regulations promulgated under Code Section 409A (a “Separation from Service”).

(h)

For purposes of this Agreement, “Retirement” means the Participant’s Separation from Service occurring after the Participant has reached age 60 and, as of the applicable Date of Termination, has completed at least five years of continuous service with the Company and its Subsidiaries.

(i)

For purposes of this Agreement, a Change of Control shall be deemed to have occurred only if such event would also be deemed to constitute a “change in control event” (as described in Treasury Regulation Section 1.409A-3(i)(5)(i)) with respect to the Company.

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Participant’s Units are forfeited as provided herein.

Earned Units . Except as specifically provided in Section 3, the number of Units subject to this Award that the Participant will be deemed to have earned (“Earned Units”) and that are eligible for vesting as of the Vesting Date will be determined by the extent to which the Company has satisfied the performance-based objectives for the Performance Period ending on the Determination Date as set forth in Appendix A to this Agreement, but subject to any adjustment as described in Appendix A . The portion of the Units subject to this Award that will be deemed Earned Units as of the Vesting Date during the Vesting Period will be determined according to the formula specified in Appendix A (subject to any adjustment described therein), but in no event will the cumulative number of Units that are deemed Earned Units exceed the Maximum Number of Units. Any Units that are not earned and do not vest as of the Vesting Date will be forfeited. Notwithstanding any contrary provision of this Agreement, the Committee, in its sole discretion, may reduce the number of Earned Units that would otherwise be deemed vested as of the Vesting Date in recognition of such performance or other factors that the Committee deems relevant.

Settlement of Units . After any Units vest pursuant to Section 3, the Company will promptly, but in no event later than two and one-half months after the applicable Vesting Date, cause to be de livered to the Participant, or to the Participant’s beneficiary or legal representative in the event of Participant’s death, one share of Stock in payment and settlement of each Earned Unit. Such issuance shall be evidenced by a stock certificate or approp riate entry on the books of the Company or a duly authorized transfer agent of the Company, shall be subject to the tax withholding provisions of Section 6, and shall be in complete satisfaction of the Units subject to this Award. If the Units that vest in clude a fractional Unit, the Company will round the number of vested Units down to the nearest whole Unit prior to issuance of the shares as provided herein. To the greatest extent possible, it is intended that this Award and any payments made in connectio n herewith shall be exempt from, or comply with, Code Section 409A, and this Agreement shall be interpreted and administered in accordance with that intent. Notwithstanding the payment timing provisions otherwise set forth in this Section 5, if any amount shall be payable with respect to this Award as a result of the Participant’s Separation from Service at such time as the Participant is a “specified employee” (as those terms are defined in regulations promulgated under Code Section 409A) and such amount i s subject to the provisions of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first day of the seventh calendar month beginning after the Participant’s Separation from Service (or the date of Par ticipant’s earlier death), or as soon as administratively practicable thereafter.

Tax Matters . The Committee may require the Participant, or the alternate recipient identified in Section 5, to satisfy any potential federal, state, local or other tax withholding liability. Such liability must be satisfied at the time such Units are settled in shares of Stock. At the election of the Participant, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied: (i) through a cash payment by the Participant, (ii) through the surrender of shares of Stock that the Participant already owns, (iii) through the surrender of shares of Stock to which the Participant is otherwise entitled in respect of the Award under this Agreement; provided, however, that such shares under this clause (iii) may be used to satisfy not more than the minimum statutory withholding obligation of the Company or applicable Subsidiary (based on minimum statutory withholding rates for federal, state and local tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), or (iv) any combination of clauses (i), (ii) and (iii); provided , however , that the Committee shall have sole discretion to disapprove of an election pursuant to any of clauses (ii)-(iv) and that the Committee may require that the method of satisfying such an obligation be in compliance with Section 16 of the Exchange Act (if the Participant is subject thereto) and any other applicable laws and the respective rules and regulations thereunder. Any fraction of a share of Stock which would be required to satisfy such an obligation will be disregarded and the remaining amount due will be paid in cash by the Participant.

Compliance with Laws . Despite the provisions of Section 5 hereof, the Company is not required to deliver any certificates for shares of Stock (or make an entry on the books of the Company or a duly authorized transfer agent of the Company) if at any time the Company determines that the listing, registration or qualification of such shares upon any securities exchange or under any law, the consent or approval of any governmental body or the taking of any other action is necessary or desirable as a condition of, or in connection with, the issuance or delivery of the shares hereunder in compliance with all applicable laws and regulations, unless such listing, registration, qualification, consent, approval or other action has been effected or obtained, free of any conditions not acceptable to the Company.

Restrictive Covenants; Recovery of Payments . Notwithstanding any contrary provision of this Agreement, the Company may recover the Award granted or paid under this Agreement to the extent required by the terms of any clawback or compensation recovery policy adopted by the Company. Furthermore, and in consideration of the grant of the Award under the terms of this Agreement and in recognition of the fact that Participant has received and will receive Confidential Information (as defined in paragraph 8(e)(iv)) during Participant’s Service (as defined in paragraph 8(e)(v)), Participant agrees to be bound by the restrictive covenants set forth in paragraphs 8(a), 8(b), 8(c), and 8(d), below (the “Restrictive Covenants”). In addition, but subject to the last sentence of this paragraph, Participant agrees that if Participant violates any provision of such Restrictive Covenants, then (i) all unvested Units shall immediately become null and void, and (ii) any shares of Stock delivered upon vesting of

any Units at any time during the three-year period immediately preceding the date on which such violation occurred (collectively, the “Forfeited Shares”) shall immediately be forfeited by Participant by following the procedures d escribed in the following sentence. Subject to the last sentence of this paragraph, Participant hereby agrees that upon demand from the Company at any time after discovery of the violation of a Restrictive Covenant or other imposition of a claw back, (A) P articipant shall pay to the Company an amount equal to the proceeds Participant has received from any sales or distributions of Forfeited Shares, and (B) if Participant still holds all or any part of the Forfeited Shares at the time the Company makes such demand, Participant shall either (1) deliver to the Company all such unsold Forfeited Shares or (2) pay to the Company the aggregate fair market value of such Forfeited Shares as of the date of the Participant’s receipt of the Company’s demand. Subject to the last sentence of this paragraph and any applicable limitations of Code Section 409A, by accepting this Agreement, Participant consents to a deduction from any amounts the Company owes Participant from time to time (including amounts owed to Participant as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by the Company), to the extent of the amounts Participant owes the Company under this Section 8. Whether or not the Company elects to make a ny set-off in whole or in part, if the Company does not recover by means of set-off the full amount Participant owes pursuant to this Section 8, Participant hereby agrees to pay immediately the unpaid balance to the Company. Notwithstanding the foregoing, if and to the extent that a violation of a Restrictive Covenant is curable at the time of discovery by the Company, Participant will not be deemed to have violated such Restrictive Covenant unless and until the Company gives Participant written notice of s uch violation and Participant fails to cure such violation within 30 calendar days after receipt of such written notice.

(a)

(b)

Competitive Activities . During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever (including Retirement), Participant shall not engage in any Competitive Activity (as defined in paragraph 8(e)(iii)). Participant’s obligations under this paragraph 8(b) shall apply in any geographic territory in which the Company conducts its business during the term of the Participant’s Service. In the event that any portion of this paragraph 8(b) shall be determined by any court of competent jurisdiction to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonably may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such court in such action. Participant acknowledges the uncertainty of the law in this respect and expressly stipulates that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

(c)

Non-Solicitation . During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not:

(i)

solicit, induce or attempt to solicit or induce any employee, consultant, or independent contractor of the Company (each, a “Service Provider”) to leave or otherwise terminate such Service Provider’s relationship with the Company, or in any way interfere adversely with the relationship between any such Service Provider and the Company;

(ii)

solicit, induce or attempt to solicit or induce any Service Provider to work for, render services to, provide advice to, or supply Confidential Information or trade secrets of the Company to an y third person, firm, or entity;

(iii)

employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated;

(iv)

call upon, induce or attempt to induce any current or potential customer, vendor, supplier, licensee, licensor or other business relation of the Company for the purpose of soliciting or selling products or services in direct competition with the Company or to induce any such person to cease or refrain from doing business with the Company, or in any way interfere with the then-existing or potential business relationship between any such current or potential customer, vendor, supplier, licensee, licensor or other business relation and the Company;

(v)

call upon any entity that is a prospective acquisition candidate that Participant knows or has reason to know was called upon by the Company or for which the Company made an acquisition analysis for the purpose of acquiring such entity; or

(vi)

assist, solicit, or encourage any other person, directly or indirectly, in carrying out any activity set forth above that would be prohibited by any of the provisions of this Agreement if such activity were carried out by Participant. In particular, Participant will not, directly or indirectly, induce any Service Provider of the Company to carry out any such activity.

(d)

Other Restricted Activities . During Participant’s Service and for two years after the later of (i) termination of Participant’s Service for any reason whatsoever or (ii) the Vesting Date, Participant shall not engage in any other activity that is inimical, contrary or harmful to the interests of the Company including, but not limited to, (i) conduct related to Participant’s Service for which either criminal or civil penalties against Participant may be sought, (ii) violation of Company policies, including, without limitation, the Company’s insider trading policy, or (iii) participating in a hostile takeover attempt.

(e)

Definitions . For purposes of this Section 8, the following terms shall have the following definitions:

(i)

The term “Company” shall include any Subsidiary of the Company that may exist at a given time.

(ii)

(iii)

The term “Competitive Activity” shall mean directly or indirectly investing in, owning, operating, financing, controlling, or providing services to a Competing Business if the nature of such services are the same as or similar in position scope and geographic scope to any position held by Participant during the last two years of his or her employment with the Company, such that Participant’s engaging in such services on behalf of a Competing Business does or may pose competitive harm to the Company, provided that passive investments of less than a 2% ownership interest in any entity that is a Competing Business will not be considered to be a “Competitive Activity.”

(iv)

The term “Confidential Information” has the meaning set forth in the Company’s Confidentiality and Nondisclosure Policy. Confidential Information includes not only information contained in written or digitized Company documents but als o all such information that Participant may commit to memory during the course of his or her Service. “Confidential Information” does not include information that is available in reasonably similar form to the general public through no fault of Participant , or that was received by Participant outside of the Company, without an obligation of confidentiality.

(v)

(f)

Equitable Relief; Enforceability . By accepting this Agreement and the Units granted hereby, Participant agrees that the Restrictive Covenants set forth in this Section 8 are reasonable and necessary to protect the legitimate interests of the Company. In the event a violation of any of the restrictions contained in this Section 8 is established, the Company shall be entitled to seek enforcement of the provisions of this Section 8 through proceedings at law or in equity in any court of competent jurisdiction, including preliminary and permanent injunctive relief. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section 8, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation have been finally terminated in good faith. Participant is aware that there may be defenses to the enforceability of the Restrictive Covenants set forth in this Section 8, based on time or territory considerations, and Participant knowingly, consciously, intentionally, entirely voluntarily, and irrevocably waives any and all such defenses and agrees that he or she will not assert the same in any action or other proceeding brought by the Company for the purpose of enforcing the Restrictive Covenants.

(g)

DTSA Disclosure . Participant is hereby advised of the following protections provided by the Defend Trade Secrets Act of 2016, 18 U.S. Code § 1833(b), and nothing in this Agreement shall be deemed to prohibit the conduct expressly protected by 18 U.S. Code § 1833(b):

(i)

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii)

An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

9.	No Right to Employment . Nothing herein confers upon the Participant any right to continue in the employ of the Company or any Subsidiary.

10.

Nontransferability . Except as otherwise provided by the Committee or as provided in Section 5, and except with respect to shares of Stock delivered in settlement of vested Units, the Participant’s interests and rights in and under this Agreement may not be assigned, transfe rred, exchanged, pledged or otherwise encumbered other than as designated by the Participant by will or by the laws of descent and distribution. Issuance of shares of Stock in settlement of Units will be made only to the Participant; or, if the Committee h as been provided with evidence acceptable to it that the Participant is legally incompetent, the Participant’s personal representative; or, if the Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with Sect ion 5 hereof. The Committee may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein, and the Committee shall extend to those individuals the rights otherwis e exercisable by the Participant with regard to any withholding tax election in accordance with Section 6 hereof. Any effort to otherwise assign or transfer any Units or any rights or interests therein or thereto under this Agreement will be wholly ineffec tive, and will be grounds for termination by the Committee of all rights and interests of the Participant and his or her beneficiary in and under this Agreement.

11.

Administration and Interpretation . The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or otherwise. Any interpretations of the Plan or this Agreement by the Committee and any decisions made by it under the Plan or this Agreement are final and binding on the Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan except to the extent such resolution would result in a violation of Code Section 409A.

12.	Governing Law . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law of Delaware or any other jurisdiction.

13.

Sole Agreement . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by the Participant from the office of the Secretary of the Company. In addition, this Agreement and the Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the Committee from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

14.	Binding Effect . This Agreement will be binding upon and will inure to the benefit of the Company and the Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

15.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company and the Participant have duly executed this A greement as of the Award Date.


ESSENDANT INC.	PARTICIPANT
By:
	______________________________
Charles Crovitz	[INSERT PARTICIPANT’S NAME]
Chairman of the Board

APPENDIX A

Performance-Based Restricted Stock Unit Award Agreement

Earned Units and Performance-Based Objectives

Vesting Period: [To be described]

The determination of the number of Units that will be earned and vested as of the Vesting Date as provided in Section 4 of the Agreement will be determined as follows:

[Performance-based objectives to be described]

EXHIBIT 10.4

ESSENDANT INC.

MANAGEMENT INCENTIVE PLAN

Performance-Based Cash Award Agreement

This Award Agreement (this “Agreement”), dated March 15, 2018 (the “Award Date”), is by and between [[FIRSTNAME]] [[LASTNAME]] (the “Participant”), and Essendant Inc., a Delaware corporation (the “Company”). Any term capitalized but not defined in this Agreement will have the meaning set forth in the Company’s Management Incentive Plan (the “Plan”).

In the exercise of his discretion to grant awards under the Plan, the President and Chief Executive Officer has determined that Participant should receive an award of cash under the Plan, on the following terms and conditions:

Grant . The Company hereby grants to Participant an award (the “Award”) consisting of dollar amount granted (the “Target Number”), subject to adjustment as provided in the Plan, and subject to possible increase to as many as one and one half times the adjusted Target Number, or decrease to as low as zero, depending on the degree to which the Company has satisfied the performance goals specified in Appendix A to this Agreement. The Award will be subject to the terms and conditions of the Plan and this Agreement.

2.	Vesting; Effect of Date of Termination . For purposes of this Agreement, “Vesting Date” means the earlier of March 1, 2021 , or such other date upon which a vesting event occurs pursuant to this Section 2.

(a)

The Award will vest on the Vesting Date (i) if the Participant’s Date of Termination (as defined below) has not occurred before the Vesting Date, and (ii) only to the extent the Award has been earned as provided in Section 3 during the period (the “Performance Period”) from January 1, 2018 to December 31, 2018 (the “Determination Date”). The period from the Award Date through the Vesting Date is referred to as the “Vesting Period.” Except as provided in paragraphs 2(b) through 2(f), if Participant’s date of termination of employment with the Company and its subsidiaries (the “Date of Termination”) occurs for any reason prior to the Vesting Date, the Award will be forfeited as of the Participant’s Date of Termination.

(b)

If the Participant’s Date of Termination occurs during the Vesting Period, but prior to a Change of Control, by reason of the Participant’s death or Permanent and Total Disability (as defined in paragraph 2(f)), then (i) if such Date of Termination occurs on or prior to the Determination Date, a portion of the Award will become vested as of the Participant’s Date of Termination equal to an amount determined by multiplying the Target Number by a fraction, the numerator of which shall be the number of whole months elapsed from the beginning of the Performance Period through the Date of Termination, and the denominator of which shall be 12, and (ii) if such Date of Termination occurs after the Determination Date, the amount of the Earned Award (as defined in Section 3) will be vested as of the Participant’s Date of Termination. Any remaining portion of the Award that does not vest as provided in this paragraph shall be forfeited as of the Participant’s Date of Termination.

(c)

If the Participant’s Date of Termination occurs during the Vesting Period, but prior to a Change of Control, by reason of the Participant’s Retirement (as defined in paragraph 2(h)), then except as provided in paragraph 2(d), the Award will remain outstanding until the Vesting Date, at which point all or a prorated portion of the Award will vest to the extent that it has been earned as provided in Section 3 during the Performance Period, but only if the following conditions have been satisfied: (i) the Participant has provided the Company with written notice of his or her intent to retire at least 3 months prior to the Participant’s Date of Termination (but such advance notice shall not be required if Retirement occurs as a result of the Participant’s involuntary Separation from Service (as defined in paragraph 2(g)) without Cause or the Participant’s Separation from Service for Good

A-1

Reason (as defined in the Company’s 2015 Long Term Incentive Plan, as amended)); and (ii) the Participant executes a release of claims and an agreement not to compete in such forms as the Company may prescribe, and such release and agreement ha ve become fully effective within 60 days following the Participant’s Date of Termination. If the conditions described in the preceding sentence are not satisfied, the Award shall be forfeited as of the Participant’s Date of Termination. The potential prora tion described in this paragraph 2(c) shall be accomplished as follows: (A) if the Participant’s Date of Termination in connection with the Participant’s Retirement occurs on or prior to the Determination Date, then the amount payable to the Participant he reunder as of the Vesting Date shall equal (I) the amount of the Earned Award, multiplied by (II) a fraction, the numerator of which is the number of whole months that elapsed during the period beginning on the first day or the Performance Period and endin g on the Date of Termination, and the denominator of which shall be 12; and (B) if the Participant’s Date of Termination occurs after the Determination Date, then the amount payable to the Participant hereunder as of the Vesting Date shall equal the entire amount of the Earned Award.

(d)

If (i) a Change of Control occurs during the Performance Period and prior to the Participant’s Date of Termination, or (ii) a Change of Control occurs after the Participant’s Retirement, but prior to the Determination Date, then in either such case the Award will become fully vested with respect to the Target Number as of the date of such Change of Control. If (A) a Change of Control occurs after the Performance Period and prior to the Participant’s Date of Termination, or (B) a Change of Control occurs after both (I) the Performance Period, and (II) the Participant’s Retirement, but prior to the Vesting Date, then in either such case the Award will become fully vested with respect to the amount of the Earned Award as of the date of such Change of Control. For the avoidance of doubt, the provisions of this paragraph 2(d) will apply after the Participant’s Retirement only if the conditions set forth in paragraph 2(c)(i) and (ii) have been satisfied in connection with such Retirement.

(e)

(f)

For purposes of this Agreement, the term “Permanent and Total Disability” means the Participant’s inability, due to illness, accident, injury, physical or mental incapacity or other disability, effectively to carry out his or her duties and obligations as an employee of the Company or its Subsidiaries or to participate effectively and actively as an employee of the Company or its Subsidiaries for 90 consecutive days or shorter periods aggregating at least 180 days (whether or not consecutive) during any twelve-month period. Notwithstanding the foregoing, to the extent necessary to cause the Award to comply with the requirements of Section 409A of the Internal Revenue Code, as amended (the “Code”), “Permanent and Total Disability” shall mean a “disability” as described in Treasury Regulations Section 1.409A-3(i)(4).

(g)

(h)

A-2

(i)

Except as otherwise specifically provided, the Company will not have any further obligations to the Participant under this Agreement if the Award is forfeited as provided herein.

Earned Award . Except as specifically provided in Section 3, the maximum potential value of an award (the “Earned Award”) that is eligible for vesting as of the Vesting Date will be determined by the extent to which the Company and Participant have satisfied the performance goals for the Performance Period ending on the Determination Date as set forth in Appendix A to this Agreement. Any portion of the Award that is not earned and will not vest as of the Vesting Date will be forfeited effective as of the Determination Date. Notwithstanding any contrary provision of this Agreement, the Award may be subject to adjustment as provided in the Plan.

Settlement . Except as set forth in the Plan, Payments due in respect of Participant’s Award shall be made after the Vesting Date, but no later than March 15, 2021, or promptly following the vesting date otherwise described in Section 2. All payments made hereunder shall be subject to applicable tax withholding.

Restrictive Covenants; Recovery of Payments . Notwithstanding any contrary provision of this Agreement, the Company may recover amounts paid in respect of an award granted or paid under this Agreement to the extent required by the terms of any clawback or compensation recovery policy adopted by the Company. Furthermore, and in consideration of the grant of Participant’s award under the terms of this Agreement and in recognition of the fact that Participant has received and will receive Confidential Information (as defined in paragraph 5(e)(iv)) during Participant’s Service (as defined in paragraph 5(e)(v)), Participant agrees to be bound by the restrictive covenants set forth in paragraphs 5(a), 5(b), 5(c), and 5(d), below (the “Restrictive Covenants”). In addition, but subject to the last sentence of this paragraph, Participant agrees that if Participant violates any provision of such Restrictive Covenants, then (i) the unvested portion of this award shall immediately become null and void, and (ii) any amount paid to Participant hereunder at any time during the three-year period immediately preceding the date on which such violation occurred shall, upon demand from the Company at any time after discovery of the violation of a Restrictive Covenant or other imposition of a claw back, be repaid to the Company. Subject to the last sentence of this paragraph and any applicable limitations of Code Section 409A, by accepting this Agreement, Participant consents to a deduction from any amounts the Company owes Participant from time to time (including amounts owed to Participant as wages or other compensation, fringe benefits, or vacation pay, as well as any other amounts owed to Participant by the Company), to the extent of the amounts Participant owes the Company under this Section 5. Whether or not the Company elects to make any set-off in whole or in part, if the Company does not recover by means of set-off the full amount Participant owes pursuant to this Section 5, Participant hereby agrees to pay immediately the unpaid balance to the Company. Notwithstanding the foregoing, if and to the extent that a violation of a Restrictive Covenant is curable at the time of discovery by the Company, Participant will not be deemed to have violated such Restrictive Covenant unless and until the Company gives Participant written notice of such violation and Participant fails to cure such violation within 30 calendar days after receipt of such written notice.

(a)

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(b)

Competitive Activities . During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever (including Retirement), Participant shall not engage in an y Competitive Activity (as defined in paragraph 5(e)(iii)). Participant’s obligations under this paragraph 5(b) shall apply in any geographic territory in which the Company conducts its business during the term of Participant’s Service. In the event that a ny portion of this paragraph 5(b) shall be determined by any court of competent jurisdiction to be unenforceable because it is unreasonably restrictive in any respect, it shall be interpreted to extend over the maximum period of time for which it reasonabl y may be enforced and to the maximum extent for which it reasonably may be enforced in all other respects, and enforced as so interpreted, all as determined by such court in such action. Participant acknowledges the uncertainty of the law in this respect a nd expressly stipulates that this Agreement is to be given the construction that renders its provisions valid and enforceable to the maximum extent (not exceeding its express terms) possible under applicable law.

(c)

Non-Solicitation . During Participant’s Service and for two years after the termination of Participant’s Service for any reason whatsoever, Participant shall not:

(i)

(ii)

(iii)

employ, or otherwise pay for services rendered by, any Service Provider in any business enterprise with which Participant may be associated, connected or affiliated;

(iv)

(v)

(vi)

(d)

(e)

Definitions . For purposes of this Section 5, the following terms shall have the following definitions:

A-4

(i)

The term “Company” shall include any Subsidiary of the Company that may exist at a given time.

(ii)

(iii)

The term “Competitive Activity” shall mean directly or indirectly investing in, owning, operating, financing, controlling, or providing services to a Competing Business if the nature of such services are the same as or similar in position scope and geographic scope to any position held by Participant during the last two years of his or her employment with the Company, such that Participant’s engaging in such services on behalf of a Competing Business does or may pose competitive harm to the Company, provided that passive investments of less than a 2% ownership interest in any entity that is a Competing Business will not be considered to be a “Competitive Activity.”

(iv)

(v)

Participant will be deemed to be in “Service” to the Company so long as he or she renders continuous servic es on a periodic basis to the Company in the capacity of an employee, director, consultant, independent contractor, or other advisor (but, in the case of Participant’s continued Service as a consultant, independent contractor, or other advisor, only as determined by the Committee (as defined in the Company’s 2015 Long Term Incentive Plan, as amended) or the Board, in its sole and absolute discretion, following Participant’s initial Service as an employee or director).

(f)

Equitable Relief; Enforceability . By accepting this Agreement and the award granted hereby, Participant agrees that the Restrictive Covenants set forth in this Section 5 are reasonable and necessary to protect the legitimate interests of the Company. In the event a violation of any of the restrictions contained in this Section 5 is established, the Company shall be entitled to seek enforcement of the provisions of this Section 5 through proceedings at law or in equity in any court of competent jurisdiction, including preliminary and permanent injunctive relief. In the event of a violation of any provision of subsection (b), (c), or (d) of this Section 5, the period for which those provisions would remain in effect shall be extended for a period of time equal to that period beginning when such violation commenced and ending when the activities constituting such violation have been finally terminated in good faith. Participant is aware that there may be defenses to the enforceability of the Restrictive Covenants set forth in this Section 5, based on time or territory considerations, and Participant knowingly, consciously, intentionally, entirely voluntarily, and irrevocably waives any and all such defenses and agrees that he or she will not assert the same in any action or other proceeding brought by the Company for the purpose of enforcing the Restrictive Covenants.

(g)

(i)

An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (1) in confidence to a Federal, State,

A-5

or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(ii)

6.	No Right to Employment . Nothing herein confers upon Participant any right to continue in the employ of the Company or any Subsidiary.

Nontransferability . Except as otherwise provided by the Committee or as provided in Section 2, and except with respect to cash delivered in settlement of the vested award, Participant’s interests and rights in and under this Agreement may not be assigned, transferred, exchanged, pledged or otherwise encumbered other than as designated by Participant by will or by the laws of descent and distribution. Issuance of cash in settlement of the award will be made only to Participant; or, if the Company has been provided with evidence acceptable to it that Participant is legally incompetent, Participant’s personal representative; or, if Participant is deceased, to the designated beneficiary or other appropriate recipient in accordance with the Company’s applicable procedures. The Company may require personal receipts or endorsements of a Participant’s personal representative, designated beneficiary or alternate recipient provided for herein. Any effort to otherwise assign or transfer any Award or any rights or interests therein or thereto under this Agreement will be wholly ineffective, and will be grounds for termination by the Committee of all rights and interests of Participant and his or her beneficiary in and under this Agreement.

Administration and Interpretation . The President and Chief Executive Officer has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 5 or otherwise. Any interpretations of the Plan or this Agreement by the President and Chief Executive Officer and any decisions made by him under the Plan or this Agreement are final and binding on Participant and all other persons. Any inconsistency between this Agreement and the Plan shall be resolved in favor of the Plan except to the extent such resolution would result in a violation of Code Section 409A. The President and Chief Executive Officer shall have the right to exercise negative discretion to reduce the value of the amount to be paid hereunder below the amount that might otherwise be payable hereunder.

9.	Governing Law . This Agreement and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the state of Illinois, without regard to principles of conflicts of law of Illinois or any other jurisdiction.

10.

Sole Agreement . Notwithstanding anything in this Agreement to the contrary, the terms of this Agreement shall be subject to all of the terms and conditions of the Plan (as the same may be amended in accordance with its terms), a copy of which may be obtained by Participant from the office of the Secretary of the Company. In addition, this Agreement and Participant’s rights hereunder shall be subject to all interpretations, determinations, guidelines, rules and regulations adopted or made by the President and Chief Executive Officer from time to time pursuant to the Plan. This Agreement is the entire agreement between the parties to it with respect to the subject matter hereof, and supersedes any and all prior oral and written discussions, commitments, undertakings, representations or agreements (including, without limitation, any terms of any employment offers, discussions or agreements between the parties).

11.	Binding Effect . This Agreement will be binding upon and will inure to the benefit of the Company and Participant and, as and to the extent provided herein and under the Plan, their respective heirs, executors, administrators, legal representatives, successors and assigns.

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12.

Amend ment and Waiver . This Agreement may be amended in accordance with the provisions of the Plan, and may otherwise be amended by written agreement between the Company and Participant without the consent of any other person. No course of conduct or failure or delay in enforcing the provisions of this Agreement will affect the validity, binding effect or enforceability of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company and Participant have duly executed this Agreement as of the Award Date.


ESSENDANT INC.	PARTICIPANT
By:

___________________________	___________________________
Richard D. Phillips	[[FIRSTNAME]] [[LASTNAME]]
President and Chief Executive Officer

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APPENDIX A

Performance-Based Cash Award Agreement

Vesting Period: [To be described}

The determination of the Cash Award that will be earned and vested as of the Vesting Date as provided in Section 2 of the Agreement will be determined as follows:

The Company’s Adjusted EBIT (as defined below), Free Cash Flow (as defined below) and the Participant’s performance against Personal Performance Goals (as defined below) for the Performance Period beginning on January 1, 2018 and ending on the Determination Date of December 31, 2018 will be calculated.

[Performance-based objectives to be described]

A-9

Exhibit 10.5

Agreement and Plan of Merger

Dated as of April 12, 2018

By and Among

Genuine Parts Company,

Rhino SpinCo, Inc.,

Essendant Inc.

and

Elephant Merger Sub Corp.

TABLE OF CONTENTS

Page

Article I

DEFINED TERMS

Section 1.01

Definitions2

Article II

THE MERGER

Section 2.01

The Merger2

Section 2.02

Closing; Merger Effective Time2

Section 2.03

Effects of the Merger3

Section 2.04

Conversion of Shares3

Section 2.05

Charter and Bylaws of Surviving Corporation4

Section 2.06

Directors and Officers4

Section 2.07

Board of Directors/Management of RMT Parent4

Section 2.08

Headquarters5

Section 2.09

The Distribution5

Article III

DELIVERY OF MERGER CONSIDERATION; CONVERSION OF EQUITY AWARDS

Section 3.01

Exchange Fund5

Section 3.02

Stock Transfer Books8

Section 3.03

No Appraisal Rights8

Section 3.04

Treatment of GPC Equity Awards8

Article IV

REPRESENTATIONS AND WARRANTIES OF GPC AND SPINCO

Section 4.01

Corporate Existence and Power9

Section 4.02

Corporate Authorization10

Section 4.03

Capital Structure of SpinCo11

Section 4.04

SpinCo Companies11

Section 4.05

No Conflict; Board and Stockholder Approval12

Section 4.06

Governmental Consents and Approvals13

Section 4.07

Financial Information13

Section 4.08

Financing15

Section 4.09

Absence of Certain Changes16

Section 4.10

Litigation16

Section 4.11

Registration Statements; Proxy Statement16

Section 4.12

Compliance with Laws17

Section 4.13

Intellectual Property 17

Section 4.14

Real Property18

Se ction 4.15

Employee Benefit Matters19

Section 4.16

Labor Matters22

Section 4.17

Taxes22

Section 4.18

SpinCo Material Contracts23

Section 4.19

Environmental Matters24

Section 4.20

Sufficiency of Assets; Title25

Section 4.21

Brokers25

Section 4.22

Operations of SpinCo and SPR HoldCo25

Section 4.23

Disclaimer of GPC and SpinCo25

Article V

REPRESENTATIONS AND WARRANTIES OF RMT PARENT AND MERGER SUB

Section 5.01

Corporate Existence and Power26

Section 5.02

Corporate Authorization27

Section 5.03

Capitalization28

Section 5.04

Subsidiaries29

Section 5.05

No Conflict; Board and Stockholder Approval30

Section 5.06

Governmental Consents and Approvals31

Section 5.07

Financial Information31

Section 5.08

Financing33

Section 5.09

Absence of Certain Changes34

Section 5.10

Litigation34

Section 5.11

Registration Statements; Proxy Statement34

Section 5.12

Compliance with Laws34

Section 5.13

Intellectual Property35

Section 5.14

Real Property36

Section 5.15

Employee Benefit Matters38

Section 5.16

Labor Matters39

Section 5.17

Taxes40

Section 5.18

RMT Parent Material Contracts41

Section 5.19

Environmental Matters42

Section 5.20

No Stockholder Rights Plan; No Anti-Takeover Law43

Section 5.21

Operations of Merger Sub43

Section 5.22

Opinion of Financial Advisor43

Section 5.23

Brokers43

Section 5.24

Title43

Section 5.25

Disclaimer of RMT Parent and Merger Sub44

Article VI

CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.01

Conduct of Business by GPC Pending the Merger44

Section 6.02

Conduct of Business by RMT Parent Pending the Merger 48

Article VII

ADDITIONAL COVENANTS AND AGREEMENTS

Section 7.01

Registration Statements; Proxy Statement; Merger Sub and SpinCo Stockholder Approvals51

Section 7.02

RMT Parent Stockholders’ Meeting53

Section 7.03

No Solicitation of Transactions53

Section 7.04

Access to Information57

Section 7.05

Directors’ and Officers’ Indemnification59

Section 7.06

Regulatory and Other Authorizations; Notices and Consents59

Section 7.07

Financing61

Sectio n 7.08

Tax Matters68

Section 7.09

Separation Agreement69

Section 7.10

Control of Other Party’s Business70

Section 7.11

Listing of SpinCo Shares of RMT Parent Common Stock70

Section 7.12

Section 16 Matters70

Section 7.13

Confidentiality70

Section 7.14

Further Actions71

Section 7.15

Financial Statements71

Section 7.16

SpinCo Authorized Shares72

Section 7.17

Non-Competition72

Section 7.18

Employee Matters73

Article VIII

CONDITIONS TO THE MERGER

Section 8.01

Conditions to the Obligations of Each Party75

Section 8.02

Conditions to the Obligations of RMT Parent and Merger Sub76

Section 8.03

Conditions to the Obligations of GPC and SpinCo77

Article IX

TERMINATION

Section 9.01

Termination77

Section 9.02

Effect of Termination79

Section 9.03

Fees and Expenses79

Article X

GENERAL PROVISIONS

Section 10.01

Non-Survival of Representations, Warranties, Covenants and Agreements81

Section 10.02

Notices81

iii

Section 10.03

Amendments; Waivers 83

Section 10.04

Successors and Assigns83

Section 10.05

Construction83

Section 10.06

Disclosure Letters84

Section 10.07

Public Announcements85

Section 10.08

Entire Agreement85

Section 10.09

Counterparts; Effectiveness85

Section 10.10

Governing Law85

Section 10.11

Dispute Resolution, Consent to Jurisdiction86

Section 10.12

Severability86

Se ction 10.13

Captions87

Section 10.14

Specific Performance87

Section 10.15

Payments87

Section 10.16

No Third-Party Beneficiaries88

Section 10.17

Non-Parties88

Section 10.18

Non-Recourse88

EXHIBITS

Exhibit A

Definitions

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “ Agreement ”) is made as of the 12 ^th day of April 2018, by and among Genuine Parts Company, a Georgia corporation (“ GPC ”), Rhino SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of GPC (“ SpinCo ”), Essendant Inc., a Delaware corporation (“ RMT Parent ”), and Elephant Merger Sub Corp., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“ Merger Sub ”). Each of GPC, SpinCo, RMT Parent and Merger Sub is sometimes referred to individually as a “ Party ” and collectively they are sometimes referred to as the “ Parties .”

RECITALS

WHEREAS, the SPR Entities are direct or indirect wholly owned Subsidiaries of GPC and are engaged in the SpinCo Business;

WHEREAS, contemporaneously with the execution of this Agreement, GPC and SpinCo are entering into the Separation Agreement;

WHEREAS, on or prior to the Closing Date, and subject to the terms and conditions set forth in the Separation Agreement, GPC will consummate the Internal Reorganization, and following the Internal Reorganization and prior to the Merger Effective Time, GPC will transfer (the “ Distribution ”) all of the issued and outstanding shares of SpinCo’s common stock, $0.01 par value per share (“ SpinCo Common Stock ”), to holders of GPC’s common stock, $1.00 par value per share (“ GPC Common Stock ”);

WHEREAS, subject to the terms and conditions of the Separation Agreement, the Distribution shall be made without consideration, by way of a pro rata dividend;

WHEREAS, at the Merger Effective Time, the Parties will effect the merger of Merger Sub with and into SpinCo (the “ Merger ”), with SpinCo continuing as the surviving corporation, all upon the terms and conditions set forth herein;

WHEREAS, the Parties intend that, for U.S. federal income Tax purposes, the Internal Reorganization, the Distribution and the Merger be treated consistent with the Intended Tax Treatment as contemplated by the Tax Matters Agreement;

WHEREAS, the Board of Directors of RMT Parent (the “ RMT Parent Board ”) (i) has approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and the RMT Parent Share Issuance and (ii) has resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance;

WHEREAS, the Board of Directors of Merger Sub (the “ Merger Sub Board ”) (i) has approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger and (ii) has resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub;

WHEREAS, the Board of Directors of SpinCo (the “ SpinCo Board ”) (i) has approved and declared advisable this Agreement and the transactions contemplated hereby, including the Internal Reorganization, the SPR Transfer, the Distribution and the Merger and (ii) has resolved to recommend the adoption of this Agree ment by the sole stockholder of SpinCo; and

WHEREAS, the Board of Directors of GPC (the “ GPC Board ”) has approved this Agreement and the Separation Agreement and the transactions contemplated hereby and thereby, including the Internal Reorganization, the SPR Transfer, the Distribution and the Merger.

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I

DEFINED TERMS

Definitions

Capitalized terms used in this Agreement have the meanings specified in Exhibit A .

Article II

THE MERGER

The Merger

Upon the terms and subject to the satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII, and in accordance with the applicable provisions of the DGCL, at the Merger Effective Time, Merger Sub shall be merged with and into SpinCo. As a result of the Merger, at the Merger Effective Time, the separate corporate existence of Merger Sub shall cease and SpinCo shall continue as the surviving corporation in the Merger (the “ Surviving Corporation ”).

Closing; Merger Effective Time

As promptly as practicable, but in no event later than the later of (i) the third Business Day, after the satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing or on the Closing Date (including the Distribution), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing) and (ii) the earlier of (A) the date during the Marketing Period to be specified by RMT Parent on no fewer than two Business Days’ notice to GPC (it being understood that such date may be conditioned upon the simultaneous completion of the Financings) and (B) the first Business Day following the final day of the Marketing Period, subject, in the case of each of clauses (A) and (B), to the continued satisfaction or written waiver (where permissible under Applicable Law) of the conditions set forth in Article VIII (other than those conditions that by

their terms are to be satisfied at the Closing or on the Closing Date (including the Distributio n), but subject to the satisfaction or written waiver (where permissible under Applicable Law) of those conditions at the Closing), unless another date, time or place is agreed to in writing by GPC and RMT Parent, the Parties shall cause the Merger to be c onsummated by filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of Sta te of the State of Delaware, in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of such filing of the Certificate of Merger (or such later time as may be agreed by each of the Parties and specified in the Certificate of Merger) being the “ Merger Effective Time ”) . Immediately prior to the filing of the Certificate of Merger, a closing (the “ Closing ”) shall be held at the offices of Davis Polk & Wardwe ll LLP, 450 Lexington Avenue, New York, New York 10017, or such other place as the parties shall agree, for the purpose of confirming the satisfaction or waiver, as the case may be, of the conditions set forth in Art icle VIII .

Effects of the Merger

The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DGCL.

Conversion of Shares

(a) Conversion of SpinCo Common Stock . At the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of the SpinCo Common Stock, each share of SpinCo Common Stock (all shares of SpinCo Common Stock being collectively, the “ SpinCo Shares ”) issued and outstanding immediately prior to the Merger Effective Time shall be converted automatically into the right to receive one fully paid and non-assessable share of RMT Parent Common Stock, subject to adjustment in accordance with Section 3.01(f) (the “ Merger Consideration ” and, the 40,191,482 aggregate shares of RMT Parent Common Stock issuable in the Merger, the “ Aggregate Merger Consideration ”), and each holder of certificates or book-entry shares that immediately prior to the Merger Effective Time represented such SpinCo Shares shall thereafter cease to have any rights with respect thereto, except (i) the right to receive the Merger Consideration, any dividends or other distributions pursuant to Section 3.01(c ) and cash in lieu of any fractional shares payable pursuant to Section 3.01(e ), in each case to be issued or paid, without interest, in consideration therefor and (ii) as provided by Applicable Law.

(b) Capital Stock of Merger Sub . At the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of the SpinCo Common Stock, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(c) Issuance of Shares of SpinCo Common Stock . As contemplated by Section 3.02(b) of the Separation Agreement, and subject to the adjustment provided in Section 3.01(f ), on or before the Distribution Effective Time, SpinCo shall issue and deliver to GPC a number of shares of SpinCo Common Stock equal to the difference of (i) 40,191,482, minus (ii)

the number of shares of SpinCo Common Stock held by GPC immediately prior to such issuance pursuant to Section 3.02(b) of the Separation Agreement and this Section 2.04(c ) .

Charter and Bylaws of Surviving Corporation

(a) The charter of SpinCo immediately prior to the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of SpinCo Common Stock, shall be the charter of the Surviving Corporation until thereafter amended in accordance with such charter and Applicable Law.

(b) The bylaws of SpinCo immediately prior to the Merger Effective Time, by virtue of the Merger and without any action on the part of RMT Parent, Merger Sub, SpinCo or the holders of SpinCo Common Stock, shall be the bylaws of the Surviving Corporation until thereafter duly amended in accordance with the charter of the Surviving Corporation, such bylaws and Applicable Law.

Directors and Officers

The directors of Merger Sub immediately prior to the Merger Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the charter and bylaws of the Surviving Corporation, and the officers of SpinCo immediately prior to the Merger Effective Time shall be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected and qualified or until such director’s or officer’s earlier death, resignation or removal.

Board of Directors/Management of RMT Parent

(a) The RMT Parent Board shall take all such action as may be necessary to cause the RMT Parent Board as of the Merger Effective Time to consist of twelve members, consisting of (i) four individuals designated by GPC within five Business Days of the Closing Date (the “ GPC Board Designees ”), (ii) four individuals designated by RMT Parent within five Business Days of the Closing Date (the “ RMT Parent Board Designees ”) and (iii) four individuals mutually agreed between RMT Parent and GPC (the “ Joint Board Designees ”); provided , that if any of such GPC Board Designee, RMT Parent Board Designee or Joint Board Designee is unable or unwilling to serve, then GPC, RMT Parent or GPC and RMT Parent, as applicable, shall select a reasonable replacement for such designee. Of the GPC Board Designees, two shall be Class I directors and two shall be Class II directors. Of the RMT Parent Board Designees, two shall be Class I directors and two shall be Class II directors. Of the Joint Board Designees, four shall be Class III directors. At least two of the GPC Board Designees, two of the RMT Parent Board Designees and two of the Joint Board Designees shall qualify as an “independent director,” as such term is defined in Nasdaq Marketplace Rule 5605(a)(2), and at least one of the GPC Board Designees, one of the RMT Parent Board Designees and one of the Joint Board Designees shall meet the minimum requirements to serve on the Audit Committee of the RMT Parent Board under the Nasdaq Marketplace Rules. One of the RMT Parent Board Designees shall be the Chairman of the RMT Parent Board. The RMT Parent Board shall take all such action as may be necessary to ensure that at least one each of such RMT Parent Board Designee, GPC Board Designee and Joint Board Desig nee is appointed to serve on each

committee of the RMT Parent Board, subject in all events to the requirements of the SEC, the Nasdaq Global Select Market and all other Applicable Laws.

(b) During the period from the date of this Agreement to the Merger Effective Time, RMT Parent and GPC shall consult from time to time regarding the roles and responsibilities of members of the management of RMT Parent following the Closing, it being understood that the ultimate decision as to the roles and responsibilities of members of the management of RMT Parent following Closing shall be mutually agreed between RMT Parent and GPC. Notwithstanding the foregoing, RMT Parent and GPC agree that Richard Phillips shall be the Chief Executive Officer, Rick Toppin shall be the Chief Operating Officer and Janet Zelenka shall be the Chief Financial Officer of RMT Parent following the Closing, in each case (i) with roles and responsibilities commensurate with such titles and (ii) until their respective successors are duly elected and qualified or until such officer’s earlier death, resignation or removal; provided , that if (x) Richard Phillips or Janet Zelenka is unable or unwilling to so serve, then RMT Parent shall select a replacement reasonably acceptable to GPC or (y) Rick Toppin is unable or unwilling to so serve, then GPC shall select a replacement reasonably acceptable to RMT Parent.

Headquarters

[*]RMT Parent (i) shall maintain dual headquarters in Deerfield, Illinois and Atlanta, Georgia[*].

The Distribution

Immediately prior to the Merger, GPC and SpinCo shall make the Distribution pursuant to and in accordance with the provisions of this Agreement and the Separation Agreement.

Article III

DELIVERY OF MERGER CONSIDERATION; CONVERSION OF EQUITY AWARDS

Exchange Fund

(a) Exchange Agent . Prior to the Merger Effective Time, RMT Parent shall appoint Wells Fargo Bank, National Association (or another nationally recognized commercial bank or trust company mutually agreed to by GPC and RMT Parent) to act as exchange agent (the “ Exchange Agent ”) for the delivery of the Merger Consideration in accordance with Article II and this Article III . RMT Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of SpinCo Shares, for exchange in accordance with Section 2.04 and this Article III promptly after the Merger Effective Time, book-entry shares representing the Merger Consideration issuable to holders of SpinCo Shares as of the Merger Effective Time pursuant to Section 2.04(a ) (such book-entry shares of RMT Parent Common Stock, together with any dividends or distributions with respect thereto pursuant to Section 3.01(c ) and other amounts payable in accordance with Section 3.01(e ), the “ Exchange Fund ”). The Exchange Agent shall, pursuant to irrevocable instructions from RMT Parent delivered to the Exchange Agent as of the Closing, deliver the Merger Consideration out of the Exchange Fund as contemplated by this Agreement. The cash portion of the Exchange Fund

shall be invested by the Exchange Agent as directed by RMT Parent. Any interest or other income from such investments of the Exchange Fund shall be paid to and become income of RMT Parent. Except as contemplated by Section 3.01(g ) , the Exchange Fund shall not be used for any purpose other than as specified in this Section 3.01(a ) .

(b) Exchange Procedures .

(i) As promptly as practicable after the Merger Effective Time, RMT Parent shall cause the Exchange Agent to distribute the shares of RMT Parent Common Stock into which the shares of SpinCo Common Stock that were distributed in the Distribution have been converted pursuant to the Merger to the Persons who received SpinCo Common Stock in the Distribution. Each Person entitled to receive SpinCo Common Stock in the Distribution shall be entitled to receive in respect of the shares of SpinCo Common Stock distributed to such Person a book-entry authorization representing the number of whole shares of RMT Parent Common Stock that such holder has the right to receive pursuant to this Section 3.01(b ) (and cash in lieu of fractional shares of RMT Parent Common Stock, as contemplated by Section 3.01(e ), together with any dividends or distributions and other amounts pursuant to Section 3.01(c )). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to RMT Parent Common Stock held by it from time to time hereunder, except as contemplated by Section 3.01(c ).

(ii) Until exchanged as contemplated by this Section 3.01 , each SpinCo Share shall be deemed at all times after the Merger Effective Time to represent only the right to receive upon surrender of such SpinCo Share, without interest, the Merger Consideration, cash in lieu of any fractional shares of RMT Parent Common Stock that the holder of such SpinCo Share may be entitled to receive pursuant to Section 3.01(e ) and any dividends or other distributions such holder is entitled to receive pursuant to Section 3.01(c ).

(c) Distributions with Respect to Undistributed Shares of RMT Parent Common Stock . No dividends or other distributions declared after the Merger Effective Time with respect to RMT Parent Common Stock shall be paid with respect to any shares of RMT Parent Common Stock that are not able to be distributed by the Exchange Agent promptly after the Merger Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of abandoned property, escheat or other Applicable Laws, following the distribution of any such previously undistributed shares of RMT Parent Common Stock, there shall be paid to the record holder of such shares of RMT Parent Common Stock, without interest, (i) at the time of the distribution, the amount of cash payable in lieu of a fractional share of RMT Parent Common Stock to which such holder may be entitled pursuant to Section 3.01(e ) and the amount of dividends or other distributions with a record date after the Merger Effective Time theretofore paid with respect to such whole shares of RMT Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Effective Time but prior to the distribution of such whole shares of RMT Parent Common Stock and a payment date subsequent to the distribution of such whole shares of RMT Parent Common Stock.

(d) No Further Rights in SpinCo Common Stock . All shares of RMT Parent Common Stock issued upon the exchange of SpinCo Common Stock in accordance with the terms of Articl e II and this Article III (including any cash paid pursuant to Section 3.01(c ) or Section 3.01(e ) ) shall be deemed to have been issued or paid, as the case may be, in full satisfaction of all rights pertaining to the shares of SpinCo Common Stock.

(e) No Fractional Shares . No certificates or scrip representing fractional shares of RMT Parent Common Stock or book-entry credit of the same shall be issued upon the surrender for exchange of SpinCo Common Stock, and such fractional share interests will not entitle the owner thereof to vote, or to any other rights of a stockholder of RMT Parent. All fractional shares of RMT Parent Common Stock that a holder of shares of SpinCo Common Stock otherwise would be entitled to receive as a result of the Merger shall be aggregated by the Exchange Agent. The Exchange Agent shall cause the whole shares obtained thereby to be sold on behalf of such holders of shares of SpinCo Common Stock who otherwise would be entitled to receive such fractional shares of RMT Parent Common Stock in the Merger, in the open market or otherwise, in each case at then-prevailing market prices, and in no case later than five Business Days after the Merger Effective Time. Subject to Section 3.01(i ), the Exchange Agent shall pay the net proceeds thereof, subject to the deduction of brokerage charges, commissions and Transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the holders of SpinCo Common Stock that otherwise would be entitled to receive such fractional shares of RMT Parent Common Stock in the Merger. The payment of cash in lieu of fractional shares of RMT Parent Common Stock to holders of SpinCo Common Stock is solely for the purpose of avoiding the expense and inconvenience to RMT Parent of issuing fractional shares and does not represent separately bargained for consideration.

(f) Adjustments to Merger Consideration . The Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, subdivision, stock dividend (including any dividend or distribution of securities convertible into RMT Parent Common Stock or SpinCo Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to RMT Parent Common Stock or SpinCo Common Stock (other than, in the case of SpinCo Common Stock, to the extent contemplated in the Separation Agreement) with a record date occurring on or after the date of this Agreement and prior to the Merger Effective Time, other than the issuance of stock by SpinCo in connection with the Separation, the Internal Reorganization Cash Payments, or the other Contemplated Transactions; provided that nothing in this Section 3.01(f ) shall be construed to permit SpinCo, RMT Parent or Merger Sub to take any action with respect to its securities that otherwise is prohibited by the terms of this Agreement.

(g) Termination of Exchange Fund . Any portion of the Exchange Fund (including proceeds of any investment thereof) that remains undistributed to the former holders of SpinCo Shares on the one-year anniversary of the Merger Effective Time shall, subject to any abandoned property, escheat or similar law, be delivered to RMT Parent, upon demand, and any former holders of SpinCo Shares who have not theretofore received shares of RMT Parent Common Stock in accordance with this Article III shall thereafter look only to RMT Parent for the Merger Consideration to which they are entitled pursuant to Section 2.04(a ), any cash in lieu of fractional shares of RMT Parent Common Stock to which they may be entitled pursuant to Section 3.01(e ) and any dividends or other distributions with respect to the RMT Parent

Common Stock to which they may be entitled pursuant to Section 3.01(c ) (subject to any abandoned property, escheat or similar law).

(h) No Liability . None of RMT Parent, GPC, SpinCo, Merger Sub, the Surviving Corporation or the Exchange Agent shall be liable to any Person for any portion of the Exchange Fund (or dividends or distributions with respect to RMT Parent Common Stock) or any cash delivered to a public official in accordance with any applicable abandoned property, escheat or similar law.

(i) Withholding Rights . Each of GPC, the Surviving Corporation, the Exchange Agent and RMT Parent shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amount as it is required to deduct and withhold with respect to the making of such payment under Applicable Law. To the extent that amounts are so withheld, such withheld amounts shall be treated for purposes of this Agreement as having been paid to the Persons otherwise entitled thereto in respect of which such deduction and withholding was made.

Stock Transfer Books

From and after the Merger Effective Time, the stock transfer books of SpinCo shall be closed and there shall be no further registration of transfers of SpinCo Shares thereafter on the books or records of SpinCo.

No Appraisal Rights

In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of SpinCo Shares in connection with the Merger.

Treatment of GPC Equity Awards

(a) GPC SARs . Each GPC SAR held by a SpinCo Business Employee that was granted in calendar years 2015, 2016 or 2017 and that is outstanding immediately prior to the Merger Effective Time, whether vested or unvested, without any action on the part of any Party or the SpinCo Business Employee, shall be converted into stock appreciation rights of RMT Parent (“ RMT Parent SARs ”) on the same terms and conditions that governed such GPC SARs immediately prior to the Merger Effective Time, as set forth in the applicable GPC Stock Plan and the relevant award agreement in respect thereof, except that the number of shares of RMT Parent Common Stock that will be subject to the RMT Parent SAR shall be equal to the number of shares of GPC Common Stock subject to the GPC SAR immediately prior to the Merger Effective Time, multiplied by the Equity Conversion Ratio, rounded down to the nearest whole number of shares of RMT Parent Common Stock, and the per share exercise price for the shares of RMT Parent Common Stock issuable upon exercise of such RMT Parent SARs shall be equal to the quotient determined by dividing the exercise price per share of GPC Common Stock applicable to the GPC SAR by the Equity Conversion Ratio, rounded up to the nearest whole cent. For the avoidance of doubt, any GPC SAR held by a SpinCo Business Employee that was granted in any year other than calendar years 2015, 2016 or 2017 shall not be converted into an RMT Parent SAR pursuant to the terms of this Section 3.04(a) and (i) such GPC SAR shall remain subject to the terms and conditions that governed such GPC SARs immediately prior to

the Merger Effective Time, (ii) GPC shall retain all Liabilities with respect to such GPC SARs and (iii) RMT Parent shall have no Liability with respect thereto.

(b) GPC Restricted Stock Units . Each GPC RSU held by a SpinCo Business Employee that is outstanding immediately prior to the Merger Effective Time, without any action on the part of any Party or the SpinCo Business Employee, shall be converted into RMT Parent RSUs on the same terms and conditions that governed such GPC RSUs immediately prior to the Merger Effective Time, as set forth in the applicable GPC Stock Plan and the relevant award agreement in respect thereof, except that the number of RMT Parent RSUs into which each GPC RSU shall be converted shall equal the number of outstanding GPC RSUs as of immediately prior to the Merger Effective Time, multiplied by the Equity Conversion Ratio, rounded down to the nearest whole share; provided that (i) with respect to any GPC RSUs for which an applicable performance period remains in effect immediately prior to the Merger Effective Time, performance shall be measured based on actual performance through the Closing Date for purposes of determining the number of GPC RSUs outstanding as of immediately prior to the Merger Effective Time that will convert to RMT Parent RSUs pursuant to this Section 3.04(b) and (ii) with respect to any GPC RSUs for which an applicable performance period has ended as of immediately prior to the Merger Effective Time, performance shall be measured based on actual performance through the end of the applicable performance period for purposes of determining the number of GPC RSUs outstanding as of immediately prior to the Merger Effective Time that will convert to RMT Parent RSUs pursuant to this Section 3.04(b) .

(c) Miscellaneous . The Parties shall take all actions reasonably necessary to give effect to the provisions of this Section 3.04 . In furtherance and without limiting the generality of the foregoing, RMT Parent shall prepare and file with the SEC a registration statement or statements registering a number of shares of RMT Parent Common Stock necessary to fulfill RMT Parent’s obligations under this Section 3.04 .

Article IV

REPRESENTATIONS AND WARRANTIES OF GPC AND SPINCO

Except as otherwise disclosed or identified in (i) the GPC SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, but excluding any risk factor disclosure and disclosure of risks included in any “forward looking statements” disclaimer or other statement included in such GPC SEC Documents to the extent they are predictive or forward looking in nature or (ii) the GPC Disclosure Letter, GPC and SpinCo, jointly and severally, hereby represent and warrant to RMT Parent and Merger Sub as follows:

Corporate Existence and Power

Each of GPC and SpinCo is a corporation duly incorporated, validly existing and in good standing under the corporation laws of the jurisdiction of its incorporation and has all corporate power and authority to own its properties and carry on its business as conducted. As of the Closing Date, each SpinCo Company (other than SpinCo) will be duly incorporated or formed, validly existing and in good standing (to the extent such concept is recognized in the relevant jurisdiction of organization) under the Applicable Laws of its respective jurisdiction of

organization a nd will have all corporate power and authority to own its properties and carry on its business as conducted.

Corporate Authorization

(a) Each of GPC and SpinCo has the necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Contemplated Transactions. Each Retained GPC Entity and each SpinCo Company has the necessary corporate power and authority to enter into each Transaction Document to which it is or will be a party, to carry out its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery by GPC and SpinCo of this Agreement, the performance by GPC and SpinCo of their respective obligations hereunder and the consummation by GPC and SpinCo of the Contemplated Transactions have been duly authorized by all requisite corporate action on the part of GPC and SpinCo, except for (i) such further action of the GPC Board required, if applicable, to establish the Record Date and the Distribution Date, (ii) the effectiveness of the declaration of the Distribution by the GPC Board (which is subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of the conditions set forth in the Separation Agreement) and (iii) the SpinCo Stockholder Consent.

(b) The execution and delivery by each Retained GPC Entity and each SpinCo Company of each Transaction Document to which it is or will be a party, the performance by each Retained GPC Entity and each SpinCo Company of their respective obligations thereunder and the consummation by each Retained GPC Entity and each SpinCo Company of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate or similar action on the part of each Retained GPC Entity and each SpinCo Company.

(c) This Agreement has been duly executed and delivered by GPC and SpinCo and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of GPC and SpinCo, enforceable against GPC and SpinCo in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each Retained GPC Entity and each SpinCo Company party thereto and (assuming due authorization, execution and delivery by the other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each Retained GPC Entity and each SpinCo Company party thereto or contemplated to be party thereto, enforceable against each such Retained GPC Entity or SpinCo Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a Proceeding at law or in equity).

Capital Structure of SpinCo

(a) As of the date hereof, the authorized capital stock of SpinCo consists of 1,000 SpinCo Shares and 100 SpinCo Shares are issued and outstanding. Immediately following

the Distribution, the number of SpinCo Shares shall equal the number of shares contemplate d by Section 2.04(c ) of this Agreement and Section 4.02(a) of the Separation Agreement, and the number of authorized SpinCo Shares shall exceed that number.

(b) Except in connection with the Merger and as provided for in the Separation Agreement, (i) there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character (A) relating to the issued or unissued capital stock of SpinCo or any of its Subsidiaries or (B) obligating SpinCo or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, convertible debt, other convertible instrument or other right, agreement, arrangement or commitment and (ii) there are no outstanding contractual obligations of SpinCo or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, SpinCo or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. All outstanding shares of SpinCo Common Stock are, and all such shares of SpinCo Common Stock which may be issued prior to the Merger Effective Time in accordance with the terms of this Agreement and the Separation Agreement will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any Contracts or any provision of the charter or bylaws of SpinCo.

(c) There are no outstanding bonds, debentures, notes or other indebtedness of SpinCo or any of its Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of SpinCo may vote.

(d) SpinCo is a direct, wholly owned Subsidiary of GPC. The copies of the charter and bylaws of SpinCo that previously were furnished or made available to RMT Parent are true, complete and correct copies of such documents as in effect on the date of this Agreement.

(e) At the close of business on March 19, 2018, (i) 440,373 shares of GPC Common Stock were subject to outstanding GPC SARs and (ii) 7,305 shares of GPC Common Stock were subject to outstanding GPC RSUs, in each case held by a SpinCo Business Employee. Prior to the date hereof, GPC has provided to RMT Parent complete and correct copies of each GPC Stock Plan and each form of award agreement applicable to SpinCo Business Employees.

SpinCo Companies

(a) As of the Merger Effective Time, (i) SpinCo or another SpinCo Company or, solely with respect to preferred stock of SPR HoldCo as contemplated by the Internal Reorganization, a Person that is not an Affiliate of SpinCo or GPC, will own, directly or indirectly, all equity interests in the SpinCo Companies (other than SpinCo), in substantially the manner set forth in Section 4.04(a ) of the GPC Disclosure Letter, in each case, free and clear of all Liens other than restrictions imposed by applicable securities laws and regulations, (ii) all equity interests in the SpinCo Companies will have been duly authorized, validly issued, fully paid and non-assessable and (iii) there will be no outstanding options, warrants, convertible debt,

other convertible instruments or other rights, agreements, arrangements or commitments of any character (A) relating to the equity interests in the SpinCo Companies or (B) obligating any SpinCo Company to issue, grant, extend or enter into any such option, warrant, convertible debt, other conv ertible instrument or other right, agreement, arrangement or commitment.

(b) Section 4.04(b ) of the GPC Disclosure Letter sets forth a list of all SpinCo Companies and GPC’s respective (direct or indirect) ownership interest in each such SpinCo Company. Except for its interests in the SpinCo Companies (other than SpinCo), as of the Merger Effective Time, SpinCo will not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person.

(c) Prior to the Merger Effective Time, true, complete and correct copies of the articles or certificate of incorporation and bylaws (or similar organizational documents) of the SpinCo Companies (other than SpinCo) will be furnished or made available to RMT Parent.

No Conflict; Board and Stockholder Approval

(a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 4.05 of the GPC Disclosure Letter have been obtained, all filings and notifications listed in Section 4.06 or in Section 4.06 of the GPC Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to RMT Parent or its Affiliates, the execution, delivery and performance by GPC and SpinCo of this Agreement does not, and the execution, delivery and performance by each Retained GPC Entity and each SpinCo Company of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of GPC, any Retained GPC Entity or any SpinCo Company or (ii) (A) contravene, conflict with or violate any Applicable Law or Governmental Order applicable to GPC, any Retained GPC Entity or any SpinCo Company, (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any SpinCo Material Contract or any other Contract to which GPC, any Retained GPC Entity or any SpinCo Company is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of GPC, any Retained GPC Entity or any SpinCo Company (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of the SpinCo Companies or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of the SpinCo Companies, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of GPC or any of its Subsidiaries (including SpinCo) to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(b) The GPC Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved this Agreement and the

Separation Agreement and the transactions contemplated hereby and thereby, and has resolved to recommend the approval by the sole stockholder of SpinCo of the Merger. The SpinCo Board, by resolutions a dopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the Separation Agreement and the transactions contemplated h ereby and thereby, and has resolved to recommend the approval by GPC, as the sole stockholder of SpinCo, of the Merger. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder,” “stockholder protection” o r similar anti-takeover law applicable to GPC or SpinCo under Applicable Law applies to the Agreement, the Merger or any other Contemplated Transactions.

(c) The affirmative vote of the holders of a majority of the voting power of the shares of SpinCo Common Stock is the only vote of the holders of any class or series of SpinCo’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. GPC is the sole stockholder of record of SpinCo. GPC shall, in its capacity as sole stockholder of SpinCo, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement (the “ SpinCo Stockholder Consent ”).

Governmental Consents and Approvals

Except as set forth in Section 4.06 of the GPC Disclosure Letter, the execution, delivery and performance by GPC and SpinCo of this Agreement and the execution, delivery and performance by each GPC Entity and each SpinCo Company of each Transaction Document to which it is contemplated to be a party do not require any consent, approval, authorization or other order or declaration of, action by, filing with or notification to, any Governmental Authority, other than (a) compliance with, and filings under, the HSR Act or any other applicable Antitrust Laws, (b) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02 , (c) the filing with the SEC of the Registration Statements, and such other compliance with the Exchange Act and the Securities Act as may be required in connection with the Contemplated Transactions, (d) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not reasonably be expected to prevent or materially delay the consummation by GPC or SpinCo of the Contemplated Transactions or would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect or (e) as a result of any facts or circumstances relating to RMT Parent or any of its Affiliates.

Financial Information

(a) Section 4.07(a) of the GPC Disclosure Letter sets forth the audited combined balance sheets of the SPR Entities as of December 31, 2015, 2016 and 2017 and the audited combined statements of income and comprehensive income, net parent investment and cash flows of the SPR Entities for the years ended December 31, 2015, 2016 and 2017 together with a report on the financial statements from the independent accounts for the SPR Entities (collectively, the “ SpinCo Financial Statements ”).

(b) The SpinCo Financial Statements were prepared in accordance with GAAP consistently applied during the periods covered thereby (excep t as may be indicated in the notes thereto). The SpinCo Financial Statements present fairly, in all material respects, the combined financial position and the combined results of operations of the SpinCo Business for the periods covered thereby (subject, i n the case of unaudited statements, to normal and recurring year-end adjustments that have not had, and would not reasonably be expected to have, a SpinCo Material Adverse Effect).

(c) With respect to the SpinCo Business, GPC maintains, and has maintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Except as would not be material to the SpinCo Companies, taken as a whole, the SpinCo Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions in the SpinCo Business are executed in accordance with management’s general or specific authorizations, (ii) transactions in the SpinCo Business are recorded as necessary to permit preparation of financial statements of the SpinCo Business in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets of the SpinCo Business is permitted only in accordance with management’s general or specific authorizations and (iv) the recorded accountability for assets of the SpinCo Business is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the knowledge of GPC, since December 31, 2016, no GPC Entity has identified or been made aware of any material fraud by any employee of a GPC Entity who has, or had, a role in the preparation of the SpinCo Financial Statements or the internal control over financial reporting utilized by the SpinCo Business .

(d) GPC has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to all applicable GPC SEC Documents. GPC maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning GPC and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of GPC’s SEC filings and other public disclosure documents. As used in this Section 4.07 , the term “filed” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(e) Except (i) as set forth in the SpinCo Financial Statements or the notes thereto, (ii) as specifically contemplated by this Agreement or the other Transaction Documents, or (iii) as set forth in Section 4.07(e ) of the GPC Disclosure Letter, since December 31, 2017, the SpinCo Companies have not incurred any Liabilities that are of a nature that would be required to be disclosed on a combined balance sheet of the SpinCo Business or in the notes thereto prepared in conformity with GAAP, other than Liabilities incurred in the ordinary course of business or Liabilities that would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(f) Upon the consummation of the SpinCo Financing Transactions and upon the consummation of other Contemplated Transactions, assuming the accuracy of the representations and warranties of RMT Parent and Merger Sub contained in Article V , (i)

SpinCo will not be insolvent, (ii) SpinCo will not be left with unreasonably small capital, (iii) SpinCo will not have incurred debts or o ther Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of SpinCo will not be impaired.

(g) Except as would not be material to the SpinCo Companies, taken as a whole, (i) all inventory of the SpinCo Business consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established and (ii) the quantities of each item of inventory are not excessive, but are reasonable in the present circumstances of the SpinCo Business.

Financing

(a) SpinCo has delivered to RMT Parent a true, complete and fully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such commitment letter in effect as of the date of this Agreement and (ii) any associated fee letters (together, the “ SpinCo Commitment Letter ”) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the SpinCo Commitment Letter or any Alternative SpinCo Commitment Letter, the “ SpinCo Lenders ”), pursuant to which, among other things, the SpinCo Lenders have committed to SpinCo to provide, o r cause to be provided, to SpinCo debt financing in the aggregate amount set forth therein (the bank financing contemplated by the SpinCo Commitment Letter, being referred to as the “ SpinCo Financing ”). As of the date of this Agreement, (x) the SpinCo Commitment Letter has not been amended, restated, waived or modified and (y) the respective commitments contained in the SpinCo Commitment Letter have not been withdrawn, modified or rescinded in any respect. Except for the SpinCo Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the SpinCo Financing.

(b) As of the date of this Agreement, the SpinCo Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of SpinCo and, to the knowledge of SpinCo, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity) . As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of RMT Parent and Merger Sub under this Agreement for such purpose) , (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of SpinCo under any term or condition of the SpinCo Commitment Letter and (y) SpinCo is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of SpinCo in the SpinCo Commitment Letter inaccurate in any material respect. SpinCo has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the SpinCo Commitment Letter to be paid on or before the date of this Agreement. On the Distribution Date, assuming the SpinCo Financing is funded in accordance with the SpinCo Commitment Letter, the proceeds of the SpinCo Financing will be sufficient to pay the Internal Reorganization Cash Payments (the “ SpinCo

Financing Transactions ”). Other than as set forth in the SpinCo Commitment Letter, there are no conditions precedent to the funding of the full amount of the SpinCo Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditi ons set forth in Section 8.01 and Section 8.02 , SpinCo has no reason to believe that any of the conditions to the SpinCo Financing that are required to be satisfied by it or any other party to the SpinCo Commitment Letter as a condition to the obligations under the SpinCo Commitment Letter will no t be satisfied on a timely basis or that the SpinCo Financing contemplated by the SpinCo Commitment Letter will not be available to SpinCo immediately prior to, or on, the Distribution Date.

Absence of Certain Changes

Since December 31, 2017, (i) there has not occurred any SpinCo Material Adverse Effect and (ii) except as contemplated by or permitted under this Agreement and the Separation Agreement, the SpinCo Companies have conducted the SpinCo Business in the ordinary course consistent with past practice in all material respects.

Litigation

As of the date hereof, except as set forth in Section 4.10 of the GPC Disclosure Letter, there is no Proceeding by or against GPC or its Subsidiaries pending or, to the knowledge of GPC, threatened in writing that would reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect or would reasonably be expected to prevent or materially delay the consummation by GPC or SpinCo of the Contemplated Transactions.

Registration Statements; Proxy Statement

The information supplied by GPC specifically for inclusion or incorporation by reference in the Registration Statements and the Proxy Statement and any other filing contemplated by Section 7.01 , shall not, at (i) the time each Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of RMT Parent, (iii) the time of the RMT Parent Stockholders’ Meeting, (iv) the Distribution Date or (v) the Merger Effective Time, contain any untrue statement of a material fact or fail 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 were made, not misleading. All documents that GPC and SpinCo are responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by GPC in respect of any information provided by RMT Parent or Merger Sub specifically for inclusion or incorporation by reference into the Registration Statements or the Proxy Statement.

Compliance with Laws

Since January 1, 2015, GPC and its Subsidiaries have conducted the SpinCo Business in all material respects in compliance with all Applicable Laws and Governmental Orders applicable to the SpinCo Business, and the SpinCo Business is not in material violation of any such Applicable Law or Governmental Order. In connection with the SpinCo Business, GPC and

its Subsidiaries have obtained and are, in all material respects, in compliance with all material Permits that are necessary to conduct the SpinCo Business or to own, lease or operate its facilities. This Section 4.12 does not apply with respect to the matters that are the subject of the representations and warranties set forth in Section 4.15 , Section 4.16 , Sectio n 4.17 or Section 4.19 .

Intellectual Property

(a) Except as set forth in Section 4.13 of the GPC Disclosure Letter:

(i) With respect to all material patents and patent applications and material registrations and applications for trademarks and copyrights included in the SpinCo Intellectual Property all such SpinCo Intellectual Property is subsisting and, to the knowledge of GPC, except with respect to applications, is valid and enforceable;

(ii) To the knowledge of GPC, the conduct of, and the use of the SpinCo Intellectual Property in connection with, the SpinCo Business as heretofore conducted does not conflict with, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any other Persons, except to the extent that such conflict, infringement, misappropriation or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect;

(iii) To the knowledge of GPC, the SpinCo Companies have taken reasonable measures to protect the confidentiality of all SpinCo Intellectual Property that is considered confidential or proprietary as of the date of this Agreement (except for such SpinCo Intellectual Property whose value would not reasonably be expected to be impaired in any material respect by disclosure), including entering into appropriate confidentiality agreements with Persons with access to such SpinCo Intellectual Property;

(iv) There is no (A) Proceeding initiated by any other Person pending or, to the knowledge of GPC, threatened in writing against GPC, any SpinCo Company or any other GPC Entity (1) concerning the matters described in Section 4.13(a)(ii) or (2) challenging the validity, enforceability or ownership of any material SpinCo Intellectual Property; provided , in each case, that any Proceeding that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to GPC, any SpinCo Company or any other GPC Entity shall be deemed to be “threatened” rather than “pending” or (B) Governmental Order against GPC, any SpinCo Company or any other GPC Entity or settlement agreement that a GPC Entity is a party to or, to the knowledge of GPC, any other Governmental Order or settlement agreement restricting in any material respect the use or exploitation of any material SpinCo Intellectual Property; and

(v) One of the SpinCo Companies is the sole and exclusive owner of all right, title and interest in and to all of the SpinCo Intellectual Property, and no current or former Affiliate (other than the SpinCo Companies), partner, director, stockholder, officer or employee of GPC or any of its Affiliates (other than the SpinCo Companies) will, after giving effect to the Contemplated Transactions, own or retain any proprietary

rights in any of the material SpinCo Intellectual Property. The SpinCo Intellectual Property constitutes all Intellectual Property owned by GPC or any of its Affiliates that is material to the SpinCo Business.

(b) Since January 1, 2015, to the knowledge of GPC, (i) there have been no security breaches in the information technology systems of, used by or affecting the SpinCo Business and (ii) there have been no disruptions in any information technology systems that adversely affected the SpinCo Business, except in each case, as has not had, or would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(c) The SpinCo Companies, in connection with the conduct of the SpinCo Business, have, at all times since January 1, 2015, complied, in all material respects, with their own posted or otherwise binding privacy policies and Applicable Law, relating to privacy, data protection, or the collection, retention, protection and use of personal information (“ PII ”) collected, used, or held for use by or on behalf of the SpinCo Business. No Proceedings have been asserted or, to the knowledge of GPC, threatened in writing against any GPC Entity, alleging a material violation of any Person’s privacy, PII or data rights in relation to the conduct of the SpinCo Business that would reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect. In connection with the operation of the SpinCo Business, the SpinCo Companies take commercially reasonable measures to protect PII against unauthorized access, use, modification, disclosure or other misuse.

(d) There is no IP License for which the termination thereof or the restriction or loss of rights thereunder would reasonably be expected to have a SpinCo Material Adverse Effect. Each IP License is valid and binding on the applicable SpinCo Company and, to the knowledge of GPC, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No SpinCo Company is in material breach of, or material default under, any IP License to which it is a party.

(e) Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in Section 4.05 , Section 4.08(a) , Section 4.10 , Section 4.20(a ) and this Section 4.13 are the only representations and warranties being made by GPC in this Agreement with respect to the validity of, the right to register, or any activity that constitutes infringement, misappropriation or other violation of, a third party’s Intellectual Property rights.

Real Property

(a) Section 4.14(a ) of the GPC Disclosure Letter sets forth, with respect to each parcel of SpinCo Leased Real Property as of the date of this Agreement, the Contracts that provide a SpinCo Company with rights to lease, sublease, license, use or otherwise occupy such parcel of SpinCo Leased Real Property as of the date of this Agreement, including any amendments or modifications thereof (all such Contracts, together with the Contracts that provide each SpinCo Company with rights to lease, sublease, license, use or otherwise occupy

the Sp inCo Leased Real Property as of the Closing Date, including any amendments or modifications thereof, collectively, the “ SpinCo Leases ”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. Except to the extent disclosure is limited by the terms of any SpinCo Lease, true, correct and complete copies of all SpinCo Leases existing as of the date of this Agreement have been provided to RMT Parent. The applicable SpinCo Company (i) has a valid and binding leasehold interest in, and enjoys peaceful and un disturbed possession of, each parcel of SpinCo Leased Real Property existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of SpinCo Leased Real Property that will exist as of the Closing Date, in each case, free and clear of all Liens other than Permitted Liens .

(b) With respect to each SpinCo Lease, neither the applicable SpinCo Company, nor, to the knowledge of GPC, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of the SpinCo Company party to such SpinCo Lease, or, to the knowledge of GPC, any other party to such SpinCo Lease. Except as described on Section 4.14(b ) of the GPC Disclosure Letter, the consummation of the transactions provided for herein will not create or constitute a default or event of default under any SpinCo Lease or require the consent of any other party to any such lease to avoid a default or event of default. The SpinCo Leased Real Property is in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such SpinCo Leased Real Property. Except as otherwise indicated on Section 4.14(b ) of the GPC Disclosure Letter, no SpinCo Company has subleased or granted to a third party any right to use or occupy all or any portion of the SpinCo Leased Real Property.

(c) To the knowledge of GPC, there are no eminent domain or similar Proceedings pending or threatened affecting all or any material portion of the SpinCo Leased Real Property. To the knowledge of GPC, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the SpinCo Leased Real Property. The SpinCo Leased Real Property is in good condition and repair and is sufficient for the uses in which such property is presently employed.

(d) None of the SpinCo Companies owns any real property nor is under contract to purchase or otherwise acquire any real property .

Employee Benefit Matters

(a) U.S. GPC Plans and Material Documents . Section 4.15(a ) of the GPC Disclosure Letter lists, as of the date of this Agreement, all material U.S. GPC Plans. “ U.S. GPC Plans ” shall mean: “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ ERISA ”) whether or not subject to ERISA), all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other compensation or benefit plans, programs or arrangements, and all employment, termination, severance, retention or other Contracts, (i) to which a GPC Entity is a party, with respect to which a GPC Entity has any obligation or which are maintained, contributed to or sponsored by a GPC Entity, in each case,

for the benefit of any U.S. SpinCo Business Employee or to which any U.S. SpinCo Business Employee is a party or (ii) to which a SpinCo Company is a party, with respect to which a Spin Co Company has any obligation or which are maintained, contributed to or sponsored by a SpinCo Company, in each case, for the benefit of any U.S. SpinCo Business Employee or to which any U.S. SpinCo Business Employee is a party. Section 4.15(a ) of the GPC Disclosure Letter indicates by an asterisk those U.S. GPC Plans that are maintained, contributed to or sponsored solely by a SpinCo Company (each, a “ U.S. SpinCo Plan ” ). With respect to each U.S. GPC Plan, GPC has made available to RMT Parent (to the extent applicable) (i) a true and complete copy of the current pla n document and any material amendments thereto, (ii) copies of (1) the most recent summary plan description and any summaries of material modifications thereto and (2) the most recent annual report on Form 5500 (including any applicable schedules and attac hments thereto) filed with the Department of Labor and (iii) the most recent determination or opinion letter received from the IRS (if any).

(b) Non-U.S. GPC Plans and Material Documents . Section 4.15(b ) of the GPC Disclosure Letter lists, as of the date of this Agreement, all material Non-U.S. GPC Plans. “ Non-U.S. GPC Plans ” shall mean employee benefit plans, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other compensation or benefit plans, programs or arrangements, and all employment, termination, severance or other Contracts, (i) to which a GPC Entity is a party, with respect to which a GPC Entity has any obligation or which are maintained, contributed to or sponsored by a GPC Entity, in each case, for the benefit of any Non-U.S. SpinCo Business Employee or to which any Non-U.S. SpinCo Business Employee is a party (other than statutory plans) or (ii) to which a SpinCo Company is a party, with respect to which a SpinCo Company has any obligation or which are maintained, contributed to or sponsored by a SpinCo Company, in each case, for the benefit of any Non-U.S. SpinCo Business Employee or to which any Non-U.S. SpinCo Business Employee is a party (other than statutory plans) (“ GPC Plans ” shall mean U.S. GPC Plans and Non-U.S. GPC Plans). Section 4.15(b ) of the GPC Disclosure Letter indicates by an asterisk those Non-U.S. GPC Plans that are maintained, contributed to or sponsored solely by a SpinCo Company. With respect to each Non-U.S. GPC Plan, GPC has made available to RMT Parent (to the extent applicable) (i) a true and complete copy of the current plan document and any material amendments thereto and (ii) copies of the most recent summary plan description and any summaries of material modifications thereto.

(c) Except as set forth in Section 4.15(c ) of the GPC Disclosure Letter, since January 1, 2013, each GPC Plan (and any related trust or other funding vehicle) has been administered in all material respects in accordance with its terms and as applicable is in compliance in all material respects with ERISA, the Code and all other material Applicable Laws. Each of GPC and its Subsidiaries is in compliance in all material respects with ERISA, the Code and all other material Applicable Laws. Since January 1, 2013, all employer and employee contributions required to have been made by GPC to each U.S. GPC Plan have, in all material respects, been timely made. There is no material Proceeding pending, or to the knowledge of GPC threatened, with respect to any U.S. SpinCo Plan, other than ordinary course claims for benefits. Each U.S. SpinCo Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS, or an application for a favorable determination by the IRS has been timely filed and is currently pending, and, to the

knowledge of GPC, nothing has occurred that would reasonably be expected to result in a loss of the Tax-qualified status of such U.S. S pinCo Plan under Section 401(a) of the Code.

(d) No Liability under Title IV or Section 302 of ERISA has been incurred by GPC or any Person that is a member of a “controlled group of corporations” with, or is under “common control” with, or is a member of the same “affiliated service group” with GPC, in each case, as defined in Sections 414(b), (c), (m) or (o) of the Code (each, an “ ERISA Affiliate ”) that has not been satisfied in full, and, to the knowledge of GPC, no condition exists that presents a material risk to GPC or any ERISA Affiliate of incurring any such Liability, other than Liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due). No U.S. GPC Plan that is subject to Section 302 or Title IV of ERISA or Section 412 of the Code (a “ Title IV Plan ”) or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the Closing. Neither GPC nor any of its ERISA Affiliates has, within the preceding six years, withdrawn in a complete or partial withdrawal from any “multiemployer plan” (as defined in Section 3(37) of ERISA) or incurred any Liability under Section 4204 of ERISA that has not been satisfied in full.

(e) Since January 1, 2013, each Non-U.S. GPC Plan has been administered in compliance in all material respects with its terms and operated in compliance in all material respects with Applicable Laws. Each Non-U.S. GPC Plan required to be registered or approved by a non-U.S. governmental entity has been so registered or approved and has been maintained in good standing with applicable regulatory authorities, and, to the knowledge of GPC, no event has occurred since the date of the most recent approval or application therefor relating to any such Non-U.S. GPC Plan that could reasonably be expected to materially affect any such approval relating thereto or increase the costs relating thereto in a manner material to GPC. Each Non-U.S. GPC Plan is funded or insured in material compliance with Applicable Law.

(f) Except as set forth in Section 4.15(f ) (1) of the GPC Disclosure Letter, none of the execution and delivery of the Transaction Documents, the Internal Reorganization, the Distribution or the consummation of the Merger or any other Contemplated Transaction (alone or in conjunction with any other event, including any termination of employment) will (i) entitle any SpinCo Business Employee to any material compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any material compensation or benefit or trigger any other material obligation under any GPC Plan or (iii) result in any breach or violation of or default under, or limit GPC’s right to amend, modify or terminate, any GPC Plan, in each case except as provided in this Agreement or pursuant to Applicable Law. Except as disclosed in Section 4.15(f ) (2) of the GPC Disclosure Letter, no amounts payable under the GPC Plans will fail to be deductible for federal income Tax purposes by virtue of Section 280G of the Code as a result of the occurrence of the transactions contemplated by this Agreement, either alone or in combination with another event.

Labor Matters

There are no collective bargaining agreements or similar labor agreements or arrangements that are applicable to any SpinCo Business Employee to which a GPC Entity is a

party or by which it is bound, including arrangements with works councils and other similar employee representative bodies. No SpinCo Business Employee is a Union Employe e. As of the date hereof, (a) there are no material strikes or lockouts with respect to any Union Employees pending, or to the knowledge of GPC, threatened in writing, (b) there is no material union organizing effort pending or, to the knowledge of GPC, th reatened in writing against the SpinCo Business, (c) there is no material unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of GPC, threatened in writing affecting t he SpinCo Business and (d) there is no material slowdown, or work stoppage in effect or, to the knowledge of GPC, threatened in writing with respect to the SpinCo Business Employees, including any Union Employees. GPC and its Subsidiaries conduct, and sinc e January 1, 2015 have conducted, the SpinCo Business, in all material respects, in compliance with all material Applicable Laws with respect to labor relations, employment and employment practices, including occupational safety and health standards. To th e knowledge of GPC, as of the date of this Agreement, no SpinCo Business Employee is in violation of any material term of any employment or nondisclosure agreement, fiduciary duty or restrictive covenant for the benefit of GPC or a former employer of any s uch employee. To the knowledge of GPC, in the last five (5) years, no allegations of sexual harassment have been made against any current SpinCo Business Employee who is (i) an executive officer or (ii) at the level of Senior Vice President or above .

Taxes

. Except as set forth in Section 4.17 of the GPC Disclosure Letter,

(a) all material Tax Returns required to have been filed by, or with respect to, the SpinCo Companies have been timely filed (taking into account any valid extension of time to file granted or obtained) and all such Tax Returns are true, correct and complete in all material respects;

(b) all material Taxes required to be paid by such SpinCo Companies (whether or not reflected on such Tax Returns) have been paid in full or will be timely paid in full;

(c) no deficiency or other claim for any material amount of Tax has been asserted or assessed by a Governmental Authority in writing against any of the SpinCo Companies that has not been satisfied by payment, settled or withdrawn;

(d) there are no material Tax liens on the assets of any SpinCo Company (other than Permitted Liens);

(e) no SpinCo Company has distributed stock of another Person or had its stock distributed by another Person in a transaction (other than the Distribution or a transaction effected in connection therewith, including the Internal Reorganization) that was intended to be governed in whole or in part by Section 355 of the Code in the two years prior to the date of this Agreement;

(f) none of GPC, its Subsidiaries or the SpinCo Companies has taken or agreed to take any action that would (and none of them is aware of any fact, event, agreement, plan or other circumstance that would) prevent the Intended Tax Treatment;

(g) none of GPC, its Subsidiaries or the SpinCo Companies has participated in a “listed transaction” within the meaning of Treasury regulations section 1.6011-4 ; and

(h) none of the SpinCo Companies is bound by any material agreement or arrangement the primary purpose of which relates to Taxes (other than (i) such an agreement or arrangement exclusively between or among GPC and its Subsidiaries and (ii) the Tax Matters Agreement).

SpinCo Material Contracts

(a) Except as set forth in Section 4.18 of the GPC Disclosure Letter, as of the date of this Agreement, GPC and its Subsidiaries, with respect to the SpinCo Business, are not parties to or otherwise bound by or subject to (Contracts of the following types, the “ SpinCo Material Contracts ”):

(i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty suppliers of the SpinCo Business during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the SpinCo Companies therefrom;

(ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by a SpinCo Company to the top twenty customers of the SpinCo Business during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the GPC Entities thereto;

(iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between any SpinCo Company, on the one hand, and another SpinCo Company, on the other hand);

(iv) Contracts relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) with material obligations (other than in respect of fraud) extending beyond the date hereof;

(v) Contracts containing (A) a covenant materially restricting the ability of any SpinCo Company to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any SpinCo Company’s requirements for a given product or service from a given third party and which Contract is not

terminable by any SpinCo Company within one year of the date hereof without any required payment or other conditions (other than the condition of notice);

(vi) material Contracts for the furnishing of products or services by a SpinCo Company to any Governmental authority;

(vii) any material IP License; or

(viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which a SpinCo Company has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among any SpinCo Companies.

(b) GPC has made available to RMT Parent, or, in the case of SpinCo Material Contracts described in Section 4.18(a)(i ) and Section 4.18(a)(ii ), RMT Parent’s outside legal counsel, true, complete and correct copies of each SpinCo Material Contract in effect on the date of this Agreement. Each SpinCo Material Contract is valid and binding on the applicable GPC Entity and, to the knowledge of GPC, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the date hereof. No GPC Entity is in material breach of, or material default under, any SpinCo Material Contract to which it is a party.

Environmental Matters

(a) Except as disclosed on Section 4.19 of the GPC Disclosure Letter, the SpinCo Business is (and, to the knowledge of GPC, its predecessor companies have been) in material compliance with all applicable Environmental Laws, and have obtained all Environmental Permits that are necessary to conduct the SpinCo Business or to own, lease or operate their facilities.

(b) There are no Proceedings under any Environmental Laws against or involving SpinCo or the SpinCo Business and, to the knowledge of GPC, there are no circumstances or conditions which would be reasonably expected to give rise to such a Proceeding, except for such Proceedings which have not, or would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect.

(c) GPC and SpinCo have made available to RMT Parent copies of all material environmental reports, assessments (including Phase I or II environmental assessments), claims, demands, notices of violation or other material documents in their possession relating to any non-compliance with Environmental Laws, unresolved Proceedings or Liabilities under Environmental Law, or any hazardous or toxic substances at, on, or under any property currently or formerly owned, operated or used by the SpinCo Business.

Sufficiency of Assets ; Title

(a) Except as set forth in Section 4.20(a ) of the GPC Disclosure Letter, and after giving effect to the Internal Reorganization, the assets and rights of the SpinCo Companies and the employment of the SpinCo Business Employees, together with the services and assets to be provided, the licenses to be granted and the other arrangements contemplated by the Transaction Documents, shall, in the aggregate, constitute all of the assets and rights necessary to conduct, in all material respects, the SpinCo Business immediately after the Closing independent of GPC and its then Subsidiaries in substantially the same manner as currently conducted by the SPR Entities.

(b) The SpinCo Companies have, in all material respects, good and valid title to, or valid leases, licenses or rights to use, all assets described in Section 4.20(a ) or otherwise reflected on the audited combined balance sheets of the SPR Entities as of December 31, 2017 or acquired after such date (other than any assets disposed of since such date in the ordinary course of business consistent with past practice), free and clear of all Liens, other than Permitted Liens (except with respect to the SpinCo Leased Real Property, which is the subject of the representations and warranties set forth in Section 4.14 ).

(c) Immediately after consummation of the Distribution, except for this Agreement and the other Transaction Documents, (i) SpinCo and the SpinCo Companies will owe no obligations or Liabilities to GPC and its Subsidiaries and (ii) there will be no Contracts between SpinCo or any SpinCo Company, on the one hand, and GPC or any of its Subsidiaries, on the other hand.

Brokers

Except for J.P. Morgan Securities LLC, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of GPC or any of its Subsidiaries. GPC shall be solely responsible for the fees and expenses of J.P. Morgan Securities LLC.

Operations of SpinCo and SPR HoldCo

Each of SpinCo and SPR HoldCo was newly formed solely for the purpose of engaging in the transactions contemplated by the Separation Agreement and this Agreement, as applicable, and at no time prior to the Merger Effective Time will SpinCo or SPR HoldCo have conducted any business activity or other operations of any kind other than those necessary to consummate the Distribution and Internal Reorganization as contemplated by the Separation Agreement, the Merger as contemplated by this Agreement and the other transactions contemplated by the Transaction Documents, in each case, as applicable.

Disclaimer of GPC and SpinCo

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS Article IV OR IN THE OTHER TRANSACTION DOCUMENTS, NONE OF GPC, SPINCO OR THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF

THE SPINCO BUSINESS, THE SPINCO COMPANIES OR THE CONTEMPLATED TRANSACTIONS. EXCEPT AS EXPRESSLY SET FORTH IN THIS Article IV OR IN THE OTHER TRANSACTION DOCUMENTS, GPC, SPINCO AND THEIR RESPECTIVE REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF THE SPINCO BUSINESS AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THE SPINCO BUSINESS AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS, NONE OF GPC, SPINCO OR THEIR RESPECTIVE REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO RMT PARENT, MERGER SUB, THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO RMT PARENT, MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES OF, OR RMT PARENT’S, MERGER SUB’S OR THEIR REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE SPINCO BUSINESS, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO RMT PARENT OR ITS REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF RMT PARENT OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Article V

REPRESENTATIONS AND WARRANTIES OF RMT PARENT AND MERGER SUB

Except as otherwise disclosed or identified in (i) the RMT Parent SEC Documents filed with or furnished to the SEC prior to the date of this Agreement, but excluding any risk factor disclosure and disclosure of risks included in any “forward looking statements” disclaimer or other statement included in such RMT Parent SEC Documents to the extent they are predictive or forward looking in nature or (ii) the RMT Parent Disclosure Letter, RMT Parent and Merger Sub, jointly and severally, hereby represent and warrant to GPC and SpinCo as follows:

Corporate Existence and Power

Each of RMT Parent and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the corporation laws of the jurisdiction of its incorporation and has all corporate power and authority to own its properties and carry on its business as conducted. Each of the RMT Parent’s Subsidiaries (other than Merger Sub) is duly incorporated or formed,

validly existing and in good standing (to the extent such concept is recognized in the relevant jurisdiction of organization) under the Applicable Laws of its respective juri sdiction of organization and has all corporate power and authority to own its properties and carry on its business as conducted.

Corporate Authorization

(a) Each of RMT Parent and Merger Sub has all necessary corporate power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the Contemplated Transactions. Each of RMT Parent’s Subsidiaries has the necessary corporate power and authority to enter into each Transaction Document to which it is or will be a party, to carry out its obligations thereunder and to consummate the Contemplated Transactions. The execution and delivery by RMT Parent and Merger Sub of this Agreement, the performance by RMT Parent and Merger Sub of their respective obligations hereunder and the consummation by RMT Parent and Merger Sub of the Contemplated Transactions have been duly authorized by all requisite corporate action on the part of RMT Parent and Merger Sub, except for the RMT Parent Stockholder Approval.

(b) The execution and delivery by RMT Parent of each Transaction Document to which it is or will be a party, the performance by RMT Parent of its obligations thereunder and the consummation by RMT Parent of the Contemplated Transactions either have been or will be duly authorized by all requisite corporate or similar action on the part of RMT Parent. The execution and delivery by each of RMT Parent’s Subsidiaries of each Transaction Document to which it is or will be a party, the performance by each of RMT Parent’s Subsidiaries of its obligations thereunder and the consummation by each of RMT Parent’s Subsidiaries of the transactions contemplated thereby either have been or will be duly authorized by all requisite corporate or similar action on the part of each of RMT Parent’s Subsidiaries.

(c) This Agreement has been duly executed and delivered by RMT Parent and Merger Sub and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of RMT Parent and Merger Sub, enforceable against each of RMT Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document to which RMT Parent is or will be a party has been or will be duly executed and delivered by RMT Parent and (assuming due authorization, execution, and delivery by the other parties thereto), constitutes, or will constitute, a legal, valid and binding obligation of RMT Parent, enforceable against RMT Parent in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Each Transaction Document will be duly executed and delivered by each of RMT Parent’s Subsidiaries party thereto and (assuming due authorization, execution and delivery by the other parties thereto) each Transaction Document will constitute, a legal, valid and binding obligation of each of RMT Parent’s Subsidiaries party thereto or contemplated to be party thereto, enforceable against each

such Subsidiary of RMT Parent in a ccordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of g eneral principles of equity (regardless of whether considered in a proceeding at law or in equity).

(d) Merger Sub is a direct, wholly owned Subsidiary of RMT Parent. The copies of the articles of incorporation and bylaws of Merger Sub that were previously furnished or made available to GPC are true, complete and correct copies of such documents as in effect on the date of this Agreement.

(e) Section 5.02(e ) of the RMT Parent Disclosure Letter sets forth a list as of the date hereof of the Subsidiaries of RMT Parent and their respective jurisdictions of incorporation or formation.

Capitalization

(a) As of the date hereof, the authorized capital stock of RMT Parent consists of 100,000,000 shares of RMT Parent Common Stock, 5,000,000 shares of RMT Parent Nonvoting Common Stock and 15,000,000 shares of RMT Parent Preferred Stock. As of the close of business on March 23, 2018 (the “ RMT Parent Capitalization Date ”), (i) 37,660,609 shares of RMT Parent Common Stock, no shares of RMT Parent Nonvoting Common Stock and no shares of RMT Parent Preferred Stock were issued and outstanding, (ii) an aggregate 1,614,489 shares of RMT Parent Common Stock are reserved for issuance pursuant to outstanding awards and rights under the RMT Parent Stock Plans of which (A) no shares of RMT Parent Common Stock were subject to outstanding RMT Parent Stock Options, which RMT Parent Stock Options are subject to the vesting set forth in Section 5.03 of the RMT Parent Disclosure Letter, (B) 74,665 shares of RMT Parent Common Stock were subject to outstanding RMT Parent RSUs, which RMT Parent RSUs are subject to the vesting set forth in Section 5.03 of the RMT Parent Disclosure Letter, (C) 697,797 shares of outstanding RMT Parent Restricted Stock are subject to the vesting set forth in Section 5.03(a ) of the RMT Parent Disclosure Letter and (D) 842,027 shares of RMT Parent Common Stock were subject to outstanding RMT Parent Performance Share Units that are settled in shares of RMT Parent Common Stock, which RMT Parent Performance Share Units are subject to the vesting set forth in Section 5.03 of the RMT Parent Disclosure Letter (assuming satisfaction of any performance-based vesting criteria at the target level), and no shares of RMT Parent Common Stock were subject to outstanding RMT Parent Performance Share Units that are settled in cash and (iii) 36,775,019 shares of RMT Parent Common Stock, no shares of RMT Parent Nonvoting Common Stock and no shares of RMT Parent Preferred Stock were held in the treasury of RMT Parent. Except as set forth above, as of the RMT Parent Capitalization Date, (i) there are no options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of RMT Parent or (A) obligating RMT Parent or any of its Subsidiaries to issue or sell any shares of capital stock of, or other equity interests in, RMT Parent, (B) obligating RMT Parent or any of its Subsidiaries to issue, grant, extend or enter into any such option, warrant, convertible debt, other convertible instrument or other right, agreement, arrangement or commitment or (C) that give any Person the right to receive any economic benefit or right similar to or derived from the economic benefits and rights

accruing to holders of shares of RMT Parent Common Stock and (ii) there are no outstanding contractual obligations of RMT Parent or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity interests in, RMT Parent or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in any other Person. All outstanding shares of RMT Parent Common Stock are, and a ll such shares of RMT Parent Common Stock which may be issued prior to the Merger Effective Time in accordance with the terms of this Agreement, will be when issued, duly authorized, validly issued, fully paid and non-assessable and not subject to or issue d in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any applicable Contracts or any provision of the RMT Parent Charter or the bylaws of RMT Parent.

(b) There are no outstanding bonds, debentures, notes or other indebtedness of RMT Parent or any of its Subsidiaries having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders of RMT Parent may vote.

(c) The authorized capital stock of Merger Sub consists of 1,000 shares of common stock, par value $0.01 per share. 100 shares of common stock of Merger Sub are issued and outstanding, all of which are owned of record and beneficially by RMT Parent.

Subsidiaries

(a) As of the Merger Effective Time, (i) RMT Parent will own, directly or indirectly, all equity interests in each of its Subsidiaries in substantially the manner set forth in Section 5.04(a ) of the RMT Parent Disclosure Letter, in each case, free and clear of all Liens other than restrictions imposed by applicable securities laws and regulations, (ii) all equity interests in RMT Parent’s Subsidiaries will have been duly authorized, validly issued, fully paid and non-assessable and (iii) there will be no outstanding options, warrants, convertible debt, other convertible instruments or other rights, agreements, arrangements or commitments of any character (A) relating to the equity interests in the Subsidiaries of RMT Parent or (B) obligating any Subsidiary of RMT Parent to issue, grant, extend or enter into any such option, warrant, convertible debt, other convertible instrument or other right, agreement, arrangement or commitment.

(b) Section 5.04(b ) of the RMT Parent Disclosure Letter sets forth a list of all of the Subsidiaries of RMT Parent and RMT Parent’s respective (direct or indirect) ownership interest in each such Subsidiary. Except for its interests in the Subsidiaries set forth on Section 5.04(b ) of the RMT Parent Disclosure Letter or in any Subsidiaries created or acquired as permitted by Section 6.02(a ), as of the Merger Effective Time, RMT Parent will not own, directly or indirectly, any capital stock of, or other equity or voting interest in, any Person.

(c) Prior to the Merger Effective Time, true, complete and correct copies of the articles or certificate of incorporation and bylaws (or similar organizational documents) of each Subsidiary of RMT Parent (other than Merger Sub) will be furnished or made available to GPC.

No Conflict ; Board and Stockholder Approval

(a) Assuming that all consents, approvals, authorizations and other actions described herein or set forth in Section 5.05 of the RMT Parent Disclosure Letter have been obtained, all filings and notifications listed in Section 5.06 or in Section 5.06 of the RMT Parent Disclosure Letter have been made, any applicable waiting period has expired or been terminated and any applicable approval or authorization has been obtained under the Antitrust Laws, and except as may result from any facts or circumstances relating solely to GPC or its Affiliates, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement does not, and the execution, delivery and performance by RMT Parent and its Subsidiaries (including Merger Sub) of the Transaction Documents to which it is contemplated to be a party will not, (i) contravene or conflict with the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent or any Subsidiary of RMT Parent (including Merger Sub) or (ii) (A) contravene or conflict with or violate any Applicable Law or Governmental Order applicable to RMT Parent or any Subsidiary of RMT Parent (including Merger Sub), (B) contravene, conflict with, result in any breach of, constitute a default (or an event which, with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, acceleration or cancellation of, any RMT Parent Material Contract or any other Contract to which RMT Parent or any Subsidiary of RMT Parent is a party or by which any of their respective properties or assets is bound or (C) (1) result in the creation or the imposition of (y) any Lien upon any assets of RMT Parent or any of its Subsidiaries (other than a Permitted Lien) or (z) any Lien upon any of the capital stock of RMT Parent or any of its Subsidiaries or (2) result in the cancellation, modification, revocation or suspension of any material license or permit, authorization or approval issued or granted by any Governmental Authority in respect of RMT Parent or any of its Subsidiaries, except in the case of clauses (ii)(A), (ii)(B), (ii)(C)(1)(y) and (ii)(C)(2) as would not reasonably be expected to (I) materially and adversely affect the ability of RMT Parent or any of its Subsidiaries to carry out its obligations under, and to consummate the Contemplated Transactions or (II) otherwise have, individually or in the aggregate, an RMT Parent Material Adverse Effect.

(b) The RMT Parent Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has (i) determined that the Merger and this Agreement are advisable and has approved this Agreement and (ii) subject to the provisions of Section 7.03(d) , resolved to recommend the approval by the stockholders of RMT Parent of the RMT Parent Share Issuance. The Merger Sub Board, by resolutions adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has determined that the Merger and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, and has resolved to recommend the approval by RMT Parent, as the sole stockholder of Merger Sub, of the Merger.

(c) The affirmative vote of the holders of a majority of the voting power of the shares of common stock of Merger Sub is the only vote of the holders of any class or series of Merger Sub’s capital stock necessary to adopt this Agreement or consummate the Contemplated Transactions. RMT Parent is the sole stockholder of record of Merger Sub. RMT Parent shall, in its capacity as sole stockholder of Merger Sub, adopt this Agreement and approve the Merger by written consent as soon as practicable following execution and delivery of this Agreement. The RMT Parent Stockholder Approval is the only vote of the holders of any voting

securities of RMT Parent under any Applicable Law, the rules and regulations of the Nasdaq Global Select Market, and the RMT Parent Charter and the bylaws of RMT Parent necessary to approve the Contemplated Transactions, including the RMT Parent Sh are Issuance and the actions contemplated by Section 3.04 .

Governmental Consents and Approvals

Except as set forth in Section 5.06 of the RMT Parent Disclosure Letter, the execution, delivery and performance by RMT Parent and Merger Sub of this Agreement and the execution, delivery and performance by RMT Parent and each of its Subsidiaries of each Transaction Document to which it is contemplated to be a party do not require any consent, approval, authorization or other order or declaration of, action by, filing with or notification to, any Governmental Authority, other than (a) compliance with, and filings under, the HSR Act or any other applicable Antitrust Laws, (b) the filing and recordation of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 2.02 , (c) the filing with the SEC of the Proxy Statement and the Registration Statements and such other compliance with the Exchange Act and the Securities Act as may be required in connection with the Contemplated Transactions, (d) where the failure to obtain such consent, approval, authorization or action, or to make such filing or notification, would not reasonably be expected to prevent or materially delay the consummation by RMT Parent or Merger Sub of the Contemplated Transactions or would not reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect, (e) compliance with the rules and regulations of the Nasdaq Global Select Market as required in connection with the Contemplated Transactions or (f) as a result of any facts or circumstances relating to GPC or any of its Affiliates.

Financial Information

(a) Each of the consolidated financial statements (including, in each case, any notes thereto) contained (or incorporated by reference) in the RMT Parent SEC Documents (i) present fairly, in all material respects, the combined financial position of RMT Parent and its Subsidiaries as of the dates thereof and the results of operations and cash flows of RMT Parent and its Subsidiaries for the periods covered thereby (subject, in the case of unaudited statements, to normal and recurring year-end adjustments that have not had, and would not reasonably be expected to have, an RMT Parent Material Adverse Effect) and (ii) were prepared in accordance with GAAP consistently applied during the periods covered thereby (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC).

(b) RMT Parent has timely filed all certifications and statements required by (i) Rule 13a-14 or Rule 15d-14 under the Exchange Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) with respect to all applicable RMT Parent SEC Documents. RMT Parent maintains disclosure controls and procedures required by Rule 13a-15 or Rule 15d-15 under the Exchange Act, and such controls and procedures are effective to ensure that all material information concerning RMT Parent and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of RMT Parent’s SEC filings and other public disclosure documents. As used in this Section 5.07(b ), the term “filed” shall be

broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC .

(c) RMT Parent maintains, and has maintained, a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Except as would not be material to RMT Parent and its Subsidiaries, taken as a whole, RMT Parent and its Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements of RMT Parent in conformity with GAAP applied on a consistent basis and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorizations and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the knowledge of RMT Parent , since December 31, 2016, no RMT Parent Entity has identified or been made aware of any material fraud by any employee of an RMT Parent Entity who has, or had, a role in the preparation of the financial statements contained in the RMT Parent SEC Documents or the internal control over financial reporting utilized by the RMT Parent Entities .

(d) Except (i) as set forth in the consolidated financial statements contained (or incorporated by reference) in the RMT Parent SEC Documents or the notes thereto, (ii) as specifically contemplated by this Agreement or the other Transaction Documents, or (iii) as set forth in Section 5.07(d) of the RMT Parent Disclosure Letter, since December 31, 2017, RMT Parent and its Subsidiaries have not incurred any Liabilities that are of a nature that would be required to be disclosed on a consolidated balance sheet of RMT Parent and its Subsidiaries or in the notes thereto prepared in conformity with GAAP, other than Liabilities incurred in the ordinary course of business or Liabilities that would not reasonably be expected to have, individually or in the aggregate, a RMT Parent Material Adverse Effect

(e) Upon the consummation of the Contemplated Transactions, assuming the accuracy of the representations and warranties of GPC and SpinCo contained in Article IV , (i) RMT Parent will not be insolvent, (ii) RMT Parent will not be left with unreasonably small capital, (iii) RMT Parent will not have incurred debts or other Liabilities beyond its ability to pay such debts or other Liabilities as they mature and (iv) the capital of RMT Parent will not be impaired.

(f) Except as would not be material to RMT Parent and its Subsidiaries, taken as a whole, (i) all inventory of RMT Parent and its Subsidiaries consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established and (ii) the quantities of each item of inventory are not excessive, but are reasonable in the present circumstances of RMT Parent and its Subsidiaries.

Financing

(a) RMT Parent has delivered to GPC a true, complete and fully executed copy of a commitment letter, including (i) all exhibits, schedules, attachments and amendments to such comm itment letter in effect as of the date of this Agreement and (ii) any associated fee letters (solely in the case of the administrative agent fee letter, redacted in a customary manner solely with respect to fees payable and economic terms (other than coven ants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of the RMT Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of the RMT Financing ) (together, the “ RMT Commitment Letter ” and, together with the SpinCo Commitment Letter, the “ Commitment Letters ” ) from the lead arrangers, lenders and other financing sources party thereto (together with all additional lead arrangers, lenders and other financing sources added to the RMT Commitment Letter or any Alternative RMT Commitment Letter, the “ RMT Lenders “ and, together with the SpinCo Lenders, the “ Lenders ” ), pursuant to which, among other things, the RMT Lenders have, subject to the terms and conditions set forth therein, committed to RMT Parent to provide or cause to be provided to Essendant Co. (the “ RMT Borrower ” ) debt financing in the aggregate amount set forth therein (the bank financings contemplated by the RMT Commitment Letter, being referred to as the “ RMT Financing “; the RMT Financing together with the SpinCo Financing, each a “ Financing ” and together the “ Financings ” ). As of the date of this Agreement, (x) the RMT Commitment Letter has not been amended, restated, waived or modified and (y) the respective commitments contained in the RMT Commitment Le tter have not been withdrawn, modified or rescinded in any respect. Except for the RMT Commitment Letter (together with all ancillary documents referenced therein), there are no side letters or other Contracts, instruments or other commitments, obligations or arrangements (whether written or oral) related to the funding of the full amount of the RMT Financing .

(b) As of the date of this Agreement, the RMT Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of RMT Parent and, to the knowledge of RMT Parent, the other parties thereto (in each case, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and to general principles of equity). As of the date of this Agreement (assuming the accuracy of the representations and warranties and undertakings of each of GPC and SpinCo under this Agreement for such purpose), (x) no event has occurred that, with or without notice, lapse of time or both, would reasonably be expected to constitute a default or breach on the part of RMT Parent under any term or condition of the RMT Commitment Letter and (y) RMT Parent is not aware of any fact, event or any other occurrence that makes any of the representations or warranties of RMT Parent in the RMT Commitment Letter inaccurate in any material respect. RMT Parent has fully paid, or caused to be fully paid, any and all commitment fees, any other fees or any other amounts required by the RMT Commitment Letter to be paid on or before the date of this Agreement. At the Closing, assuming the RMT Financing is funded in accordance with the RMT Commitment Letter, the proceeds of the RMT Financing will be sufficient to repay all outstanding obligations under the Existing RMT Credit Agreement and pay all related fees and expenses associated with the foregoing (the “ RMT Financing Transactions ”). Other than as set forth in the RMT Commitment Letter, there are no conditions precedent to the funding of the full amount of the RMT Financing. As of the date of this Agreement, and subject to the satisfaction of all the conditions set forth in Section 8.01 and Section 8.03 , RMT Parent has no reason to believe that any of the conditions to the RMT Financing that are required to be satisfied by it or any other party to the RMT Commitment

Letter as a condition to the obligations under the RMT Commitment Letter will not be satisfied on a timely basis or that the RMT Financing contemplated by the RMT Commitment Letter will not be available to RMT Borrower on the Closing Date.

Absence of Certain Changes

Since December 31, 2017, (i) there has not occurred any RMT Parent Material Adverse Effect and (ii) except as contemplated by or permitted under this Agreement, RMT Parent and its Subsidiaries have conducted their businesses in the ordinary course consistent with past practice in all material respects.

Litigation

As of the date hereof, except as set forth in Section 5.10 of the RMT Parent Disclosure Letter, there is no Proceeding by or against RMT Parent or any of its Subsidiaries pending or, to the knowledge of RMT Parent, threatened in writing that would reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect or would reasonably be expected to prevent or materially delay the consummation by RMT Parent or Merger Sub of the Contemplated Transactions.

Registration Statements; Proxy Statement

The information supplied by RMT Parent specifically for inclusion or incorporation by reference in the Registration Statements and the Proxy Statement and any other filing contemplated by Section 7.01 , shall not, at (i) the time each Registration Statement is declared effective, (ii) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of RMT Parent, (iii) the time of the RMT Parent Stockholders’ Meeting, (iv) the Distribution Date or (v) the Merger Effective Time, contain any untrue statement of a material fact or fail 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 were made, not misleading. All documents that RMT Parent is responsible for filing with the SEC in connection with the Contemplated Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, no representation is made by RMT Parent or Merger Sub in respect of any information provided by GPC or SpinCo specifically for inclusion or incorporation by reference into the Registration Statements or the Proxy Statement.

Compliance with Laws

Since January 1, 2015, RMT Parent and its Subsidiaries have conducted their businesses in all material respects in compliance with all Applicable Laws and Governmental Orders applicable to the businesses of RMT Parent and its Subsidiaries, and their businesses are not in material violation of any such Applicable Law or Governmental Order. RMT Parent and each of its Subsidiaries has obtained and is, in all material respects, in compliance with all material Permits that are necessary to conduct its business or to own, lease or operate its facilities. This Section 5.12 does not apply with respect to the matters that are the subject of the representations and warranties set forth in Section 5.15 , Section 5.16 , Section 5.17 or Section 5.19 .

Intellectual Property

(a) Except as set forth in Section 5.13 of the RMT Parent Disclosure Letter:

(i) with respect to all material patents and patent applications and material registrations and applications for trademarks and copyrights owned by RMT Parent and its Subsidiaries (together with all other material Intellectual Property owned by RMT Parent and its Subsidiaries, the “ RMT Parent Owned Intellectual Property ”), all such RMT Parent Owned Intellectual Property is subsisting and, to the knowledge of RMT Parent, except with respect to applications, is valid and enforceable;

(ii) To the knowledge of RMT Parent, the conduct of, and the use of the RMT Parent Owned Intellectual Property in connection with, the respective businesses of the RMT Parent and its Subsidiaries as heretofore conducted does not conflict with, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any other Persons, except to the extent that such conflict, infringement, misappropriation or violation has not had, and would not reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect;

(iii) To the knowledge of RMT Parent, RMT Parent and the other RMT Parent Entities have taken reasonable measures to protect the confidentiality of all such RMT Parent Owned Intellectual Property that is considered confidential or proprietary by RMT Parent as of the date of this Agreement (except for such RMT Parent Owned Intellectual Property whose value would not reasonably be expected to be impaired in any material respect by disclosure), including entering into appropriate confidentiality agreements with Persons with access to such RMT Parent Owned Intellectual Property;

(iv) There is no (A) Proceeding initiated by any other Person pending or, to the knowledge of RMT Parent, threatened in writing against RMT Parent or any other RMT Parent Entity (1) concerning the matters described in Section 5.13(a)(ii ) or (2) challenging the validity, enforceability or ownership of any material RMT Parent Owned Intellectual Property; provided , in each case, that any Proceeding that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to RMT Parent or any RMT Parent Entity shall be deemed to be “threatened” rather than “pending” or (B) Governmental Order against RMT Parent or any RMT Parent Entity or settlement agreement that an RMT Parent Entity is a party to or, to the knowledge of RMT Parent, any other Governmental Order or settlement agreement restricting in any material respect the use or exploitation of any material RMT Parent Owned Intellectual Property; and

(v) One of the RMT Parent Entities is the sole and exclusive owner of all right, title and interest in and to all of the RMT Parent Owned Intellectual Property.

(b) Since January 1, 2015, to the knowledge of RMT Parent, (i) there have been no security breaches in the information technology systems of, used by or affecting the business of RMT Parent and its Subsidiaries and (ii) there have been no disruptions in any information technology systems that adversely affected the business of RMT Parent and its

Subsidiaries, e xcept in each case, as has not had, or would not reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect.

(c) The RMT Parent Entities, in connection with the conduct of the business of RMT Parent and its Subsidiaries, have, at all times since January 1, 2015, complied, in all material respects, with RMT Parent’s own posted or otherwise binding privacy policies and Applicable Law, relating to privacy, data protection, or the collection, retention, protection and use of PII. No Proceedings have been asserted or, to the knowledge of RMT Parent, threatened in writing against any RMT Parent Entity, alleging a material violation of any Person’s privacy, PII or data rights in relation to the conduct of the business of RMT Parent and its Subsidiaries that would reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect. In connection with the operation of the business of RMT Parent and its Subsidiaries, the RMT Parent Entities take commercially reasonable measures to protect PII against unauthorized access, use, modification, disclosure, or other misuse.

(d) There is no material license under which an RMT Parent Entity is a licensee or a licensor or otherwise is granted, obtains or agrees to grant or provide rights to use any material Intellectual Property, or is restricted in any material respect in its right to use any material Intellectual Property (excluding (i) licenses for commercially available software and hardware which involved aggregate payments by RMT Parent or any of its Subsidiaries that did not exceed $100,000 during the calendar year ended December 31, 2017, or which are reasonably expected to involve aggregate payments by RMT Parent or any of its Subsidiaries that will not exceed $100,000 during any future calendar year or (ii) grants or licenses to any other Person in the ordinary course of business) (each such license, “ RMT Parent License ”) for which the termination thereof or the restriction or loss of rights thereunder would reasonably be expected to have a RMT Parent Material Adverse Effect. Each RMT Parent License is valid and binding on the applicable RMT Parent Entity and, to the knowledge of RMT Parent, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No RMT Parent Entity is in material breach of, or material default under, any RMT Parent License to which it is a party.

(e) Notwithstanding anything in this Agreement to the contrary, the representations and warranties contained in Section 5.05 , Section 5.08(a) , Section 5.10 and in this Section 5.13 are the only representations and warranties being made by RMT Parent in this Agreement with respect to the validity of, the right to register, or any activity that constitutes infringement, misappropriation or other violation of, a third party’s Intellectual Property rights.

Real Property

(a) Section 5.14(a) of the RMT Parent Disclosure Letter sets forth, with respect to each parcel of RMT Parent Leased Real Property existing as of the date of this Agreement, the Contracts which provide RMT Parent with rights to lease, sublease, license, use or otherwise occupy such parcel of RMT Parent Leased Real Property as of the date of this Agreement, including any amendments or modifications thereto (all such Contracts, together

with the Contracts that provide RMT Parent with rights to lease, sub lease, license, use or otherwise occupy the RMT Parent Leased Real Property as of the Closing Date, including any amendments or modifications thereto, collectively, the “ RMT Leases ”), the address (or other identifying description) of such parcel and the identity of the lessor, lessee and current occupant (if different from lessee) of such parcel. True, correct a nd complete copies of all RMT Leases existing as of the date of this Agreement have been provided to GPC. RMT Parent (i) has a valid and binding leasehold interest in, and enjoys peaceful and undisturbed possession of, each parcel of RMT Parent Leased Real Property existing as of the date of this Agreement and (ii) will have a valid and binding leasehold interest in each parcel of RMT Parent Leased Real Property that will exist as of the Closing Date, in each case, free and clear of all Liens, other than Pe rmitted Liens.

(b) With respect to each RMT Lease, neither the applicable RMT Parent Entity, nor, to the knowledge of RMT Parent, any counterparty thereto is in default thereunder in any material respect, and there are no events which with the passage of time or notice, or both, would constitute a material default thereunder on the part of such RMT Parent Entity, or, to the knowledge of RMT Parent, any other party thereto. The RMT Parent Leased Real Property is in compliance in all material respects with all laws, rules, regulations and ordinances related to the business as it is currently conducted on such RMT Parent Leased Real Property. Except as otherwise indicated on Section 5.14(b ) of the RMT Parent Disclosure Letter, no RMT Parent Entity has subleased or granted to a third party any right to use or occupy all or any portion of the RMT Parent Leased Real Property other than in the ordinary course of business.

(c) To the knowledge of RMT Parent, there are no eminent domain or similar proceedings pending or threatened in writing affecting all or any material portion of the RMT Parent Leased Real Property. To the knowledge of RMT Parent, there is no writ, injunction, decree, order or judgment outstanding, nor any action claim, suit or other Proceeding pending or threatened in writing, relating to the ownership, lease, use, occupancy or operation by any Person of the RMT Parent Leased Real Property. The buildings, improvements and structures located on the RMT Parent Leased Real Property are in good operating condition and repair.

(d) Section 5.14(d) of the RMT Parent Disclosure Letter sets forth the address (or other identifying description) and the identity of the fee owner of each parcel of RMT Parent Owned Real Property. An RMT Parent Entity has good and marketable fee simple title in and to each parcel of RMT Parent Owned Real Property, including all of the buildings and improvements thereon, free and clear of all Liens, other than Permitted Liens. There are no outstanding options, rights of first offer or rights of first refusal to purchase any RMT Parent Owned Real Property or any portion thereof or interest therein. Other than pursuant to easements of record, no RMT Parent Entity has leased or granted any right to use or occupy all or any portion of an RMT Parent Owned Real Property to a third party, whether as tenants, subtenants, trespassers or otherwise. There is no condemnation or other Proceeding in eminent domain, pending or, to the knowledge of RMT Parent, threatened, affecting the RMT Parent Owned Real Property or any portion thereof or interest therein. There is no writ, injunction, decree, order or judgment outstanding, nor any action, claim, suit or other Proceeding pending or threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the RMT Parent Owned Real Property.

Employee Benefit Matters

(a) U.S. RMT Parent Plans and Material Documents . Section 5.15(a ) of the RMT Parent Disclosure Letter lists, as of the date of this Agreement, all material U.S. RMT Parent Plans. “ U.S. RMT Parent Plans ” means: “employee benefit plans” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA), all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other compensation or benefit plans, programs or arrangements, and all employment, termination, severance, retention or other Contracts, to which RMT Parent or any of its Subsidiaries is a party, with respect to which RMT Parent or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by RMT Parent or any of its Subsidiaries, in each case, for the benefit of any U.S. RMT Parent Employee or to which any U.S. RMT Parent Employee is a party. With respect to each U.S. RMT Parent Plan, RMT Parent has made available to GPC (to the extent applicable) (i) a true and complete copy of the current plan document and any material amendments thereto, (ii) copies of (1) the most recent summary plan description and any summaries of material modifications thereto and (2) the most recent annual report on Form 5500 (including any applicable schedules and attachments thereto) filed with the Department of Labor and (iii) the most recent determination or opinion letter received from the IRS (if any).

(b) Non-U.S. RMT Parent Plans and Material Documents . Section 5.15(b ) of the RMT Parent Disclosure Letter lists, as of the date hereof, all material Non-U.S. RMT Parent Plans. “ Non-U.S. RMT Parent Plans ” means employee benefit plans, bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other compensation or benefit plans, programs or arrangements, and all employment, termination, severance or other Contracts, to which RMT Parent or any of its Subsidiaries is a party, with respect to which RMT Parent or any of its Subsidiaries has any obligation or which are maintained, contributed to or sponsored by RMT Parent or any of its Subsidiaries, in each case, for the benefit of any Non-U.S. RMT Parent Employee or to which any Non-U.S. RMT Parent Employee is a party (other than statutory plans) (“ RMT Parent Plans ” means the U.S. RMT Parent Plans and Non-U.S. RMT Parent Plans). With respect to each Non-U.S. RMT Parent Plan, RMT Parent has made available to GPC (to the extent applicable) (i) a true and complete copy of the current plan document and any material amendments thereto and (ii) copies of the most recent summary plan description and any summaries of material modifications thereto.

(c) Since January 1, 2013, each RMT Parent Plan (and any related trust or other funding vehicle) has been administered in all material respects in accordance with its terms and as applicable is in compliance in all material respects with ERISA, the Code and all other material Applicable Laws. Each of RMT Parent and its Subsidiaries is in compliance in all material respects with ERISA, the Code and all other material Applicable Laws. Since January 1, 2013, all employer and employee contributions required to have been made by RMT Parent to each U.S. RMT Parent Plan have, in all material respects, been timely made. There is no material Proceeding pending, or to the knowledge of RMT Parent threatened, with respect to any U.S. RMT Parent Plan, other than ordinary course claims for benefits. Each U.S. RMT Parent Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS, or an application for a favorable determination by

the IRS has been timely filed and is currently pending, and, to the knowledge of RMT Parent, nothing has occurred that would reasonably be expected to result in a loss of the Tax-qualified status of such U.S. RMT Parent Plan under Section 401(a) of the Code.

(d) No Liability under Title IV or Section 302 of ERISA has been incurred by RMT Parent or any of its ERISA Affiliates that has not been satisfied in full, and, to the knowledge of RMT Parent, no condition exists that presents a material risk to RMT Parent or any ERISA Affiliate of incurring any such Liability, other than Liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due). No U.S. RMT Parent Plan that is a Title IV Plan or any trust established thereunder has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each Title IV Plan ended prior to the Closing. Neither RMT Parent nor any of its ERISA Affiliates has, within the preceding six years, withdrawn in a complete or partial withdrawal from any “multiemployer plan” (as defined in Section 3(37) of ERISA) or incurred any Liability under Section 4204 of ERISA that has not been satisfied in full.

(e) Each Non-U.S. RMT Parent Plan has been administered in compliance in all material respects with its terms and operated in compliance in all material respects with Applicable Laws. Each Non-U.S. RMT Parent Plan required to be registered or approved by a non-U.S. governmental entity has been so registered or approved and has been maintained in good standing with applicable regulatory authorities, and, to the knowledge of RMT Parent, no event has occurred since the date of the most recent approval or application therefor relating to any such Non-U.S. RMT Parent Plan that could reasonably be expected to materially affect any such approval relating thereto or increase the costs relating thereto in a manner material to RMT Parent. Each Non-U.S. RMT Parent Plan is funded or insured in material compliance with Applicable Law.

(f) Except as set forth in Section 5.15(f ) (1) of the RMT Parent Disclosure Letter, none of the execution and delivery of this Agreement or the other Transaction Documents or the consummation of the Merger or any other Contemplated Transaction (alone or in conjunction with any other event, including any termination of employment) will (i) entitle any RMT Parent Employee to any material compensation or benefit, (ii) accelerate the time of payment or vesting, or trigger any payment or funding, of any material compensation or benefit or trigger any other material obligation under any RMT Parent Plan or (iii) result in any breach or violation of or default under, or limit RMT Parent’s right to amend, modify or terminate, any RMT Parent Plan, in each case, except as provided in this Agreement or pursuant to Applicable Law. Except as disclosed in Section 5.15(f ) (2) of the RMT Parent Disclosure Letter, no amounts payable under the RMT Parent Plans will fail to be deductible for federal income Tax purposes by virtue of Section 280G of the Code as a result of the occurrence of the transactions contemplated by this Agreement, either alone or in combination with another event.

Labor Matters

Section 5.16 of the RMT Parent Disclosure Letter lists, as of the date of this Agreement, each collective bargaining agreement or similar labor agreement that is applicable to any RMT Parent Employee as of the date of this Agreement, and its Subsidiaries, including Union

Employees, to which RMT Parent or any of its Subsidiaries is a party, including arra ngements with works councils and other similar employee representative bodies representing any employee of RMT Parent and its Subsidiaries , and according to which RMT Parent and its Subsidiaries will have outstanding rights or obligations on and following the Closing (together with such collective bargaining agreements, the “ RMT Parent Union Contracts ”) . RMT Parent has made available to GPC each RMT Parent Union Contract. As of the date hereof, (a) there are no material strikes or lockouts with respect to any Union Employees pending, or to the RMT Parent’s knowledge, threatened in writing, (b) there is no material union organizing effort pending or, to the knowledge of RMT Parent, threatened in writing against RMT Parent or any of its Subsidiaries, (c) there is no material unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of RMT Parent, threatened in writing affecting RMT Parent or any of its Subsidiaries and (d) there is no material slowdown, or work stoppage in effect or, to the knowledge of RMT Parent, threate ned in writing with respect to RMT Parent or any of its Subsidiaries, including any Union Employees. RMT Parent and each of its Subsidiaries conducts, and since January 1, 2015 has conducted, its business, in all material respects, in compliance with all m aterial Applicable Laws with respect to labor relations, employment and employment practices, including occupational safety and health standards. To the knowledge of RMT Parent, as of the date of this Agreement, no employee of RMT Parent or any of its Subs idiaries is in violation of any material term of any employment or nondisclosure agreement, fiduciary duty or restrictive covenant for the benefit of RMT Parent or any of its Subsidiaries or a former employer of any such employee. To the knowledge of RMT P arent, in the last five (5) years, no allegations of sexual harassment have been made against (i) any current executive officer of RMT Parent or any of its Subsidiaries or (ii) any current employee of RMT Parent or any of its Subsidiaries at the level of S enior Vice President or above.

Taxes

. Except as set forth in Section 5.17 of the RMT Parent Disclosure Letter,

(a) all material Tax Returns required to have been filed by, or with respect to, RMT Parent and its Subsidiaries have been timely filed (taking into account any valid extension of time to file granted or obtained) and all such Tax Returns are true, correct and complete in all material respects;

(b) all material Taxes required to be paid by RMT Parent and its Subsidiaries (whether or not reflected on such Tax Returns) have been paid in full or will be timely paid in full;

(c) no deficiency or other claim for any material amount of Tax has been asserted or assessed by a Governmental Authority in writing against RMT Parent or any of its Subsidiaries that has not been satisfied by payment, settled or withdrawn;

(d) there are no material Tax liens on the assets of RMT Parent or any of its Subsidiaries (other than Permitted Liens);

(e) none of RMT Parent and its Subsidiaries has distributed stock of another Person or had its stock distributed by another Person in a transaction that was intended to be

governed in whole or in part by Section 355 of the Code in the two yea rs prior to this Agreement;

(f) none of RMT Parent, Merger Sub and their respective Subsidiaries has taken or agreed to take any action that would (and none of them is aware of any fact, event, agreement, plan or other circumstance that would) prevent the Intended Tax Treatment;

(g) none of RMT Parent and its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury regulations section 1.6011-4; and

(h) none of RMT Parent and its Subsidiaries is bound by any material agreement or arrangement the primary purpose of which relates to Taxes (other than (i) such an agreement or arrangement exclusively between or among RMT Parent and its Subsidiaries and (ii) the Tax Matters Agreement).

RMT Parent Material Contracts

(a) Except as set forth in Section 5.18 of the RMT Parent Disclosure Letter, as of the date of this Agreement, neither RMT Parent nor any of its Subsidiaries are parties to or otherwise bound by or subject to (Contracts of the following types, the “ RMT Parent Material Contracts ”):

(i) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the purchase of products or for the receipt of services from the top twenty suppliers of the RMT Parent Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of gross purchases made by the RMT Parent Entities therefrom;

(ii) Contracts (other than any purchase order that specifies price, quantity or delivery terms but does not otherwise vary the terms of any other Contract pursuant to which such purchase order was made in any material respect) for the furnishing of products or services by the RMT Parent Entities to the top twenty customers of the RMT Parent Entities during the calendar year ended December 31, 2017, determined on a consolidated basis based on the amount of net merchandise sales (gross merchandise sales less merchandise credit memos and merchandise discounts and rebates) made by the RMT Parent Entities thereto;

(iii) Contracts concerning the establishment or operation of a material partnership, joint venture or limited liability company (other than any such Contract between RMT Parent or any of its Subsidiaries and another Subsidiary of RMT Parent);

(v) Contracts containing (A) a covenant materially restricting the ability of RMT Parent or any of its Subsidiaries to engage in any line of business in any geographic area or to compete with any Person, to market any product or to solicit cust omers, (B) a provision granting the other party exclusivity or similar rights or (C) a provision that requires the purchase of all or a material portion of any RMT Parent Entities’ requirements for a given product or service from a given third party and wh ich Contract is not terminable by any RMT Parent Entity within one year of the date hereof without any required payment or other conditions (other than the condition of notice) ;

(vi) material Contracts for the furnishing of products or services by RMT Parent or any of its Subsidiaries to any Governmental authority;

(vii) any material RMT Parent License; or

(viii) indentures, credit agreements, loan agreements and similar instruments pursuant to which RMT Parent or any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money in excess of $1,000,000, other than any indentures, credit agreements, loan agreements or similar instruments solely between or among any RMT Parent and any of its Subsidiaries.

(b) RMT Parent has made available to GPC, or, in the case of RMT Parent Material Contracts described in Section 5.18(a)(i ) and Section 5.18(a)(ii ), GPC’s outside legal counsel, true, complete and correct copies of each RMT Parent Material Contract in effect on the date of this Agreement. Each RMT Parent Material Contract is valid and binding on RMT Parent or its Subsidiaries, as applicable, and, to the knowledge of RMT Parent, the counterparty thereto, and is in full force and effect, subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Applicable Laws relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity), except insofar as it has expired in accordance with its terms after the date hereof. Neither RMT Parent nor any of its Subsidiaries is in material breach of, or material default under, any RMT Parent Material Contract to which it is a party.

Environmental Matters

(a) Except as disclosed on Section 5.19 of the RMT Parent Disclosure Letter, the business of RMT Parent and its Subsidiaries is in material compliance with all applicable Environmental Laws and has obtained all Environmental Permits that are necessary to conduct its business or to own, lease or operate its facilities.

(b) There are no Proceedings under any Environmental Laws against or involving RMT Parent or its Subsidiaries and, to the knowledge of RMT Parent, there are no circumstances or conditions which would be reasonably expected to give rise to such a Proceeding, except for such Proceedings which have not, or would not reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect.

(c) RMT Par ent has made available to GPC copies of all material environmental reports, assessments (including Phase I or II environmental assessments), claims, demands, notices of violation or other material documents in its possession relating to any non-compliance with Environmental Laws, unresolved Proceedings or Liabilities under Environmental Law, or any hazardous or toxic substances at, on, or under any property currently or formerly owned, operated or used by RMT Parent or its Subsidiaries.

No Stockholder Rights Plan; No Anti-Takeover Law

As of the date of this Agreement, there is no stockholder rights plan, “poison pill,” anti-takeover plan or other similar device in effect to which RMT Parent or any of its Subsidiaries is a party or otherwise is bound. The Contemplated Transactions are and, as of the Closing, shall be exempt from any such stockholder rights plan, “poison pill,” anti-takeover plan or other similar device adopted prior to the Closing to which RMT Parent or any of its Subsidiaries is a party or otherwise is bound. No “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested stockholder,” “stockholder protection” or other similar anti-takeover law applicable to RMT Parent or Merger Sub enacted under Applicable Law applies to this Agreement, the Merger or any other Contemplated Transactions.

Operations of Merger Sub

Merger Sub was newly formed solely for the purpose of engaging in the transactions contemplated by this Agreement and at no time prior to the Merger Effective Time will Merger Sub have conducted any business activity or other operations of any kind other than those necessary to consummate the Merger as contemplated by this Agreement.

Opinion of Financial Advisor

The RMT Parent Board has received a written opinion (or an oral opinion to be confirmed in writing) of Citigroup Global Markets Inc., dated on or about the date of this Agreement, as to the fairness, from a financial point of view and as of the date of the opinion, to RMT Parent of the Aggregate Merger Consideration provided for pursuant to this Agreement.

Brokers

Except for Citigroup Global Markets Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions based upon arrangements made by or on behalf of RMT Parent or any of its Subsidiaries. RMT Parent shall be solely responsible for the fees and expenses of Citigroup Global Markets Inc.

Title

RMT Parent and its Subsidiaries have, in all material respects, good and valid title to, or valid leases, licenses or rights to use, all assets reflected on the consolidated balance sheet as of December 31, 2017 in the RMT Parent SEC Documents or acquired after such date (other than any assets disposed of since such date in the ordinary course of business consistent with past practice), free and clear of all Liens, other than Permitted Liens (except with respect to the RMT

Parent Leased Real Property and RMT Parent Owned Real Property, which are the subj ect of the representations and warranties set forth in Section 5.14 ).

Disclaimer of RMT Parent and Merger Sub

(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS Article V OR IN THE OTHER TRANSACTION DOCUMENTS, NONE OF RMT PARENT, MERGER SUB OR THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY OF THEIR BUSINESSES OR THEIR SUBSIDIARIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS Article V OR IN THE OTHER TRANSACTION DOCUMENTS, RMT PARENT, MERGER SUB AND THEIR RESPECTIVE REPRESENTATIVES HAVE NOT MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR LAWS), (II) THE OPERATION OF THEIR BUSINESSES AFTER THE CLOSING OR (III) THE PROBABLE SUCCESS, PROFITABILITY OR PROSPECTS OF THEIR BUSINESSES AFTER THE CLOSING AND ANY SUCH REPRESENTATION OR WARRANTY IS HEREBY EXPRESSLY DISCLAIMED.

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE OTHER TRANSACTION DOCUMENTS, NONE OF RMT PARENT, MERGER SUB, OR THEIR RESPECTIVE REPRESENTATIVES WILL HAVE OR BE SUBJECT TO ANY LIABILITY OR INDEMNIFICATION OBLIGATION TO GPC, SPINCO OR THEIR RESPECTIVE REPRESENTATIVES OR TO ANY OTHER PERSON RESULTING FROM THE DISTRIBUTION TO GPC, SPINCO, OR THEIR RESPECTIVE REPRESENTATIVES, OR GPC’S, SPINCO’S OR THEIR RESPECTIVE REPRESENTATIVES’ USE OF, ANY INFORMATION RELATING TO THE BUSINESSES OF RMT PARENT AND ITS SUBSIDIARIES, INCLUDING ANY INFORMATION, DOCUMENTS, PROJECTIONS, FORECASTS, BUSINESS PLANS, OFFERING MATERIALS OR OTHER MATERIAL MADE AVAILABLE TO GPC OR ITS REPRESENTATIVES OR POTENTIAL FINANCING SOURCES, WHETHER ORALLY OR IN WRITING, IN CERTAIN “DATA ROOMS,” MANAGEMENT PRESENTATIONS, FUNCTIONAL “BREAK-OUT” DISCUSSIONS, “EXPERT SESSIONS,” SITE TOURS OR VISITS, DILIGENCE CALLS OR MEETINGS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF GPC OR ITS REPRESENTATIVES OR IN ANY OTHER FORM IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS.

Article VI

CONDUCT OF BUSINESS PENDING THE MERGER

Conduct of Business by GPC Pending the Merger

(a) From the date of thi s Agreement and until the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Section 9.01 , except, (i ) as set forth in Section 6.01 of the GPC Disclosure Letter, (ii) as contemplated by the Internal Reorganization, the Distribution and the other Con templated Transactions, (iii) for actions required by Applicable Law and (iv) as RMT Parent otherwise shall consent to in writing (such consent not to be unreasonably withheld, delayed or conditioned), (A) GPC shall, to the extent relating to the SpinCo Bu siness, and shall cause its Subsidiaries to, to the extent relating to the SpinCo Business, use reasonable best efforts to conduct the SpinCo Business in the ordinary course in all material respects and preserve intact in all material respects the business organization and assets of the SpinCo Business, including by using reasonable best efforts to (1) keep available the services of the key SpinCo Business Employees and (2) preserve the goodwill and current relationships of the SpinCo Business with customer s, suppliers and other Persons with which the SpinCo Business has business relations and (B) GPC shall not, and shall cause its Subsidiaries not to, in each case to the extent relating to the SpinCo Business, and shall cause the SpinCo Companies not to:

(ii) (A) sell, pledge or dispose of, (B) grant a Lien on or permit a Lien to exist on or (C) authorize the sale, pledge or disposition of, or granting or placing of a Lien on, any material assets of the SpinCo Business, except (1) in the ordinary course of business and consistent with past practice, (2) dispositions of obsolete or worn-out assets that are no longer used or useful in the operation or conduct of the SpinCo Business, (3) Liens securing the SpinCo Debt, (4) Liens that are Permitted Liens and (5) Liens securing indebtedness that would not be prohibited by Section 6.01(a)(x) ;

(iii) amend or restate the articles or certificate of incorporation or bylaws (or similar organizational documents) of any SpinCo Company, other than to change its name;

(iv) adjust, reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any capital stock of a SpinCo Company;

(v) (A) acquire or dispose of (including by merger, consolidation or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof, other than acquisitions and investments involving cash consideration not exceeding $50,000,000 in the aggregate and dispositions not exceeding $15,000,000 in the aggregate or (B) cause or permit any SpinCo Company to make any loans or advances or capital contribution to, or investment in, any Person other than a SpinCo Company;

(vi) (A) grant any increase in the base salaries, target bonus opportunity, or other benefits payable by GPC or its Affiliates to any of the SpinCo Business Employees, (B) adopt, terminate, accelerate the timing of payments or vesting unde r, or otherwise materially amend or supplement, any GPC Plan as it relates to any of the SpinCo Business Employees, (C) adopt any collective bargaining agreements or similar labor agreements or arrangements that are applicable to any SpinCo Business Employ ee or (D) enter into or amend any employment, consulting, change in control, transaction-related bonus, retention, severance or termination agreement with any SpinCo Business Employee except, in the case of clauses (A), (B) and (C) above, (1) as required b y Applicable Law, (2) as required by any GPC Plan as in effect on the date hereof, (3) grants of equity or equity-based awards pursuant to GPC’s equity compensation plans as set forth in Section 6.01(a)(vi) (3) of the GPC Disclosure Letter, (4) in the ordinary course of business consistent with the past practices of GPC or its Affiliates (including in the context of new hires or promotions based on job performance or workplace requirements) or (5) to the extent undertaken in connection with the implementation of a program that affects all similarly situated employees of GPC and/or its Affiliates and does not disproportionately increase the compensation and benefits of the SpinCo Business Employees relative to such other similarly situated employees;

(vii) waive or remove any material restriction applicable to a SpinCo Business Employee under any GPC Plan, other than any waiver that affects all similarly situated employees of GPC and/or its Affiliates and which does not (A) disproportionately increase the compensation and benefits of the SpinCo Business Employees relative to such other similarly situated employees or (B) relate to any material confidentiality obligations or non-compete restrictions applicable to such SpinCo Business Employee;

(viii) change any method of accounting or accounting practice or policy used by GPC as it relates to the SpinCo Business, other than such changes as are required by GAAP, Applicable Law or a Governmental Authority;

(ix) other than in the ordinary course of business and consistent with past practice or as required by Applicable Law, (A) make any change (or file any such change) in any method of Tax accounting or any annual Tax accounting period, (B) make, change or rescind any Tax election, (C) settle or compromise any Tax Liability or consent to any claim or assessment relating to Taxes, (D) file any amended Tax Return or claim for refund, (E) enter into any closing agreement relating to Taxes or (F) waive or extend the statute of limitations in respect of Taxes, in each case, to the extent that doing so would reasonably be expected to result in a material incremental cost to SpinCo or RMT Parent or any of the SpinCo Companies;

(x) incur, guarantee or assume or otherwise become responsible for any indebtedness for borrowed money of a SpinCo Company other than (A) indebtedness solely between or among any of the GPC Entities that will be repaid prior to the Distribution, (B) the SpinCo Debt, (C) indebtedness solely between or among any of the SpinCo Companies, (D) letters of credit or similar arrangements entered into in the

ordinary course of business consistent with past practice and (E) guarantees made by any SpinCo Company in respect of the ob ligations of any other SpinCo Company;

(xi) commence or settle any Proceeding other than (A) in the ordinary course of business and consistent with past practice and (B) settlements that do not impose any liability or obligation on any SpinCo Company other than monetary obligations that will be satisfied prior to the Closing and/or customary confidentiality obligations;

(xii) other than in the ordinary course of business and consistent with past practice materially amend (other than an extension), cancel or terminate any SpinCo Material Contract or IP License;

(xiii) fail to exercise any rights of renewal with respect to any material SpinCo Leased Real Property that by its terms would otherwise expire unless the SpinCo Companies determine in good faith that a renewal would not be in the best interest of the SpinCo Companies;

(xiv) (A) abandon, disclaim, sell, assign or grant any security interest in, to or under any material SpinCo Intellectual Property, including failing to perform or cause to be performed all applicable filings, recordings and other acts, or to pay or cause to be paid all required fees and Taxes, to maintain and protect its interest in any material SpinCo Intellectual Property, (B) grant to any third party any exclusive license, or enter into any covenant not to sue or (C) disclose to any Person any trade secret or confidential information, in the case of (B) and (C) with respect to any material SpinCo Intellectual Property, in each case, except in the ordinary course of business and consistent with past practice;

(xv) fail to maintain (with insurance companies substantially as financially responsible as their existing insurers) for the SpinCo Business insurance in at least such amounts and against at least such risks and losses as are consistent in all material respects with the past practice of the SpinCo Business;

(xvi) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of any SpinCo Company;

(xvii) amend or modify the Internal Reorganization or fail to implement the Internal Reorganization consistent with Attachment I to the Separation Agreement, except in each case as otherwise permitted under the terms of the Separation Agreement;

(xviii) transfer internally any employee of GPC and its Affiliates in a manner that would affect whether such employee is or is not classified as a SpinCo Business Employee, except to the extent contemplated or required by the Separation Agreement; or

(xix) enter into any agreement to do any of the foregoing.

(b) From the date of this Agreement until the Distribution, GPC shall cause each of the SpinCo Companies to (i) prepare and timely file all Tax Returns that it is required to file, (ii) timely pay all Taxes shown to be due and payable on such Tax Returns and (iii) promptly notify RMT Parent of any notice of any material Proceeding or audit in respect of any Tax matters (or any significant developments with respect to ongoing Proceedings or audits in respect of such Tax matters) affecting a SpinCo Company.

Conduct of Business by RMT Parent Pending the Merger

(a) From the date of this Agreement and until the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with Section 9.01 , except, (i) as set forth in Section 6.02 of the RMT Parent Disclosure Letter, (ii) as contemplated by the Contemplated Transactions, (iii) for actions required by Applicable Law and (iv) as GPC otherwise shall consent to in writing (such consent not to be unreasonably withheld, delayed or conditioned), (A) RMT Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to conduct its and their businesses in the ordinary course in all material respects and preserve intact in all material respects the business organization and assets of their businesses, including by using reasonable best efforts to (1) keep available the services of RMT Parent’s and its Subsidiaries’ key employees and (2) preserve the goodwill and current relationships of RMT Parent and its Subsidiaries with customers, suppliers and other Persons with which they have business relations and (B) RMT Parent shall not, and shall cause its Subsidiaries not to:

(i) (A) issue, sell, pledge or dispose of, (B) grant a Lien on or permit a Lien to exist on or (C) authorize the issuance, sale, pledge or disposition of, or granting or placing of a Lien on, any shares of any class of capital stock, or other ownership interests, of RMT Parent or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest) of RMT Parent or any of its Subsidiaries, other than, as applicable, (1) any such transaction by a directly or indirectly wholly owned Subsidiary of RMT Parent which remains a directly or indirectly wholly owned Subsidiary of RMT Parent after consummation of such transaction, (2) upon the exercise or settlement of, or as otherwise required by, any RMT Parent Stock Options, RMT Parent RSUs, RMT Parent Restricted Stock or RMT Parent Performance Share Units granted pursuant to the RMT Parent Stock Plans outstanding on the date of this Agreement and in accordance with their terms in effect on the date of this Agreement or thereafter granted in accordance with Section 6.02(a)(vi) or (3) pursuant to the RMT Parent Share Issuance;

(ii) (A) sell, pledge or dispose of, (B) grant a Lien on or permit a Lien to exist on or (C) authorize the sale, pledge or disposition of, or granting or placing of a Lien on, any material assets of the businesses of RMT Parent and its Subsidiaries, except (1) in the ordinary course of business and consistent with past practice, (2) dispositions of obsolete or worn-out assets that are no longer used or useful in the operation or conduct of the businesses of RMT Parent or its Subsidiaries, (3) Liens that are Permitted Liens and (4) Liens securing indebtedness that would not be prohibited by Section 6.02(a)(ix );

(iii) amend or restate the articles or certificate of incorporation or bylaws (or similar organizational documents) of RMT Parent or any of its material S ubsidiaries (other than immaterial amendments to any such RMT Parent Subsidiary organizational documents);

(iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock or property, with respect to any of its capital stock except for (A) the declaration and payment of regular quarterly cash dividends not in excess of $0.14 per share per quarter in respect of RMT Parent Common Stock (adjusted to appropriately reflect the effect of any stock split, reverse stock split, recapitalization or other like change with respect to RMT Parent Common Stock) and (B) dividends or distributions by any directly or indirectly wholly owned Subsidiary of RMT Parent;

(v) (A) acquire or dispose of (including by merger, consolidation or acquisition of stock or assets or any other business combination) any corporation, partnership, other business organization or any division thereof, other than acquisitions and investments involving cash consideration not exceeding $50,000,000 in the aggregate and dispositions not exceeding $15,000,000 in the aggregate or (B) make any loans or advances or capital contribution to, or investment in, any Person other than RMT Parent or a Subsidiary of RMT Parent;

(vi) (A) grant any increase in the base salaries, target bonus opportunity, or other benefits payable by RMT Parent or its Subsidiaries to any of its employees, (B) adopt, terminate, accelerate the timing of payments or vesting under, or otherwise materially amend or supplement, any RMT Parent Plans, (C) adopt any collective bargaining agreements or similar labor agreements or arrangements or (D) enter into or amend any employment, consulting, change in control, transaction-related bonus, retention, severance or termination agreement with any RMT Parent Employee except, in the case of clauses (A), (B) and (C) above, (1) as required by Applicable Law, (2) as required by any RMT Parent Plan in effect on the date hereof or pursuant to the terms of any RMT Parent Union Contract, (3) grants of equity or equity-based awards pursuant to RMT Parent’s equity compensation plans as set forth in Section 6.02(a)(vi)(3) of the RMT Parent Disclosure Letter, (4) in the ordinary course of business consistent with the past practices of RMT Parent or its Subsidiaries (including in the context of new hires or promotions based on job performance or workplace requirements) or (5) to the extent undertaken in connection with the implementation of a program that affects all similarly situated employees of RMT Parent and/or its Subsidiaries;

(vii) change any method of accounting or accounting practice or policy used by RMT Parent as it relates to the businesses of RMT Parent and its Subsidiaries, other than such changes as are required by GAAP, Applicable Law or a Governmental Authority;

(viii) other than in the ordinary course of business and consistent with past practice or as required by Applicable Law, (A) make any change (or file any such change) in any method of Tax accounting or any annual Tax accounting period, (B) make, change or rescind any Tax election, (C) settle or compromise any Tax Liability or

consent to any claim or assessment relatin g to Taxes, (D) file any amended Tax Return or claim for refund, (E) enter into any closing agreement relating to Taxes or (F) waive or extend the statute of limitations in respect of Taxes, in each case, to the extent that doing so would reasonably be exp ected to result in a material incremental cost to SpinCo, any GPC Entity, RMT Parent or any of its Subsidiaries;

(ix) incur, guarantee or assume or otherwise become responsible for any indebtedness for borrowed money other than (A) indebtedness incurred under RMT Parent’s and its Subsidiaries’ current credit facilities and the Existing RMT Financing Documents, (B) indebtedness solely between or among RMT Parent and its Subsidiaries, (C) refinancings, replacements, extensions and renewals of existing indebtedness entered into in the ordinary course of business consistent with past practice, (D) indebtedness incurred in connection with the Contemplated Transactions, (E) indebtedness contemplated by the RMT Financing, (F) letters of credit or similar arrangements entered into in the ordinary course of business consistent with past practice and (G) guarantees made by any RMT Parent Entity in respect of the obligations of any other RMT Parent Entity;

(x) commence or settle any Proceeding other than (A) in the ordinary course of business and consistent with past practice and (B) settlements that result solely in monetary obligations that will be satisfied prior to the Closing and/or customary confidentiality obligations;

(xi) other than in the ordinary course of business and consistent with past practice materially amend (other than an extension), cancel or terminate any RMT Parent Material Contract or any RMT Parent License;

(xii) fail to exercise any rights of renewal with respect to any material RMT Parent Leased Real Property that by its terms would otherwise expire unless RMT Parent (or, if the lessee is a Subsidiary of RMT Parent, such Subsidiary) determines in good faith that a renewal would not be in the best interests of RMT Parent;

(xiii) (A) abandon, disclaim, sell, assign or grant any security interest in, to or under any material RMT Parent Owned Intellectual Property, including failing to perform or cause to be performed all applicable filings, recordings and other acts, or to pay or cause to be paid all required fees and Taxes, to maintain and protect its interest in any material RMT Parent Owned Intellectual Property, (B) grant to any third party any exclusive license, or enter into any covenant not to sue or (C) disclose to any Person any trade secret or confidential information, in the case of (B) and (C) with respect to any material RMT Parent Owned Intellectual Property, except in the ordinary course of business and consistent with past practice;

(xiv) fail to maintain (with insurance companies substantially as financially responsible as their existing insurers) insurance in at least such amounts and against at least such risks and losses as are consistent in all material respects with the past practice of the businesses of RMT Parent and its Subsidiaries; or

(xv) enter into any agreem ent to do any of the foregoing.

(b) From the date of this Agreement until the Merger Effective Time, RMT Parent shall, and shall cause each of its Subsidiaries to, (i) prepare and timely file all Tax Returns that it is required to file, (ii) timely pay all Taxes shown to be due and payable on such Tax Returns and (iii) promptly notify GPC of any notice of any material Proceeding or audit in respect of any Tax matters (or any significant developments with respect to ongoing Proceedings or audits in respect of such Tax matters).

Article VII

ADDITIONAL COVENANTS AND AGREEMENTS

Registration Statements; Proxy Statement; Merger Sub and SpinCo Stockholder Approvals

(a) Each Party shall use its reasonable best efforts to, within forty-five days following the date hereof, but in no event later than sixty days following the date hereof, to the extent such filings are required by Applicable Law in connection with the transactions contemplated by this Agreement (i) jointly prepare, and RMT Parent shall file with the SEC, a proxy statement relating to the RMT Parent Stockholder Approval (together with all supplements and amendments thereto, the “ Proxy Statement ”) and a registration statement on Form S-4 to register under the Securities Act the RMT Parent Share Issuance (together with all supplements and amendments, prospectuses or information statements, the “ RMT Parent Registration Statement ”) (ii) jointly prepare, and SpinCo shall file with the SEC, a registration statement on Form 10 or Form S-1 to register under the Exchange Act or the Securities Act, as the case may be, the SpinCo Common Stock to be distributed in the Distribution (together with all supplements and amendments, prospectuses or information statements thereto and the RMT Parent Registration Statement, the “ Registration Statements ”).

(b) Each of GPC, SpinCo, RMT Parent and Merger Sub shall use its reasonable best efforts to have the Registration Statements declared effective under the Exchange Act or the Securities Act, as applicable, as promptly as practicable after such filing, and RMT Parent shall cause the Proxy Statement to be mailed to the holders of RMT Parent Common Stock as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the RMT Parent Registration Statement is declared effective. Each of RMT Parent and GPC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws or regulations in connection with, in the case of RMT Parent, the RMT Parent Share Issuance and, in the case of GPC, the issuance and distribution of the SpinCo Common Stock in the Distribution. The Parties shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements and any necessary amendments or supplements thereto. RMT Parent and Merger Sub shall furnish all information concerning RMT Parent and the RMT Parent Entities, and GPC and SpinCo shall furnish all information concerning GPC, the SpinCo Business and the SpinCo Companies as may be reasonably requested by the other Parties in connection with the preparation, filing and distribution of the Proxy Statement, the

Registration Statements and any necessary amendments or supplements thereto. None of the Proxy Statement, the Registration Statements nor any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the Parties (such consent not to be unreasonably withheld, delayed or conditioned).

(c) The Proxy Statement shall (i) state that the RMT Parent Board has approved this Agreement and the transactions contemplated hereby, and approved the RMT Parent Share Issuance and (ii) subject to Section 7.03(d) , include the RMT Parent Recommendation (except to the extent that RMT Parent effects a Change in the RMT Parent Recommendation in accordance with Section 7.03(d )).

(d) Except for, but subject to Section 10.07 , ordinary course communications filed pursuant to Rule 425 under the Securities Act and as required by Applicable Law or in connection with a Change in the RMT Parent Recommendation, no amendment or supplement to the Proxy Statement, a Registration Statement shall be made without the prior consent of the other Parties (which shall not be unreasonably withheld, delayed or conditioned). RMT Parent and GPC, as applicable, shall advise the other promptly after receiving oral or written notice of (i) the time when a Registration Statement has become effective or any supplement or amendment to the Proxy Statement or a Registration Statement has been filed, (ii) the issuance of any stop order, (iii) the suspension of the qualification for offering or sale in any jurisdiction of the RMT Parent Common Stock issuable in connection with the Merger or the SpinCo Common Stock issuable in connection with the Distribution or (iv) any oral or written request by the SEC for amendment of the Proxy Statement or a Registration Statement or SEC comments thereon or requests by the SEC for additional information. RMT Parent and GPC shall promptly provide each other with copies of any written communication from the SEC and summaries of any oral communications with the SEC with respect to the Proxy Statement or the Registration Statements, shall cooperate to prepare appropriate responses thereto (and will provide each other with copies of any such responses given to the SEC) and shall give reasonable consideration to all reasonable comments suggested by the other Party.

(e) If, at any time prior to the Merger Effective Time, any event or circumstance shall be discovered by a Party that should be set forth in an amendment or a supplement to a Registration Statement or the Proxy Statement so that any such document would not include any misstatement of a material fact or fail to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, such Party shall promptly inform the other Parties and the Parties shall cause an appropriate amendment or supplement describing such information to be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to stockholders.

(f) In connection with the filing of the Registration Statements and other SEC filings contemplated hereby, each of GPC and RMT Parent shall use its reasonable best efforts to (i) cooperate with the other to prepare financial statements (including audited, unaudited and pro forma financial statements as required by the SEC and Applicable Law) that comply with the rules and regulations of the SEC to the extent required for SEC filings, including the requirements of Regulation S-X and (ii) provide and make reasonably available upon reasonable notice the senior management employees of GPC or RMT Parent, as the case may be, to discuss the materials prepared and delivered pursuant to this Section 7.01(f ).

RMT Parent Stockholders’ Meeting

RMT Parent shall establish a record date and take all other lawful action to call, give notice of, convene and hold a meeting of its stockholders (the “ RMT Parent Stockholders’ Meeting ”) as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the RMT Parent Registration Statement is declared effective, for the purpose of obtaining the RMT Parent Stockholder Approval. RMT Parent agrees that the obligation of RMT Parent to call, give notice of, convene and hold the RMT Parent Stockholders’ Meeting shall not be limited or otherwise affected by (a) the commencement, disclosure, announcement or submission to RMT Parent or its stockholders of any Competing RMT Parent Transaction or (b) any Change in the RMT Parent Recommendation. If the RMT Parent Board has not made a Change in the RMT Parent Recommendation, RMT Parent shall solicit from its stockholders proxies in favor of the RMT Parent Stockholder Approval and shall take all other action reasonably necessary or advisable to secure the RMT Parent Stockholder Approval. RMT Parent agrees that it shall not submit to a vote of the stockholders of RMT Parent any Competing RMT Parent Transaction or Competing RMT Parent Transaction Agreement (in either case, whether or not a Superior Proposal) prior to the vote of RMT Parent’s stockholders to obtain the RMT Parent Stockholder Approval.

No Solicitation of Transactions

(a) RMT Parent agrees that it will not, nor will it permit any of its Subsidiaries to, and that it will instruct and cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to RMT Parent’s stockholders), with respect to any Competing RMT Parent Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with any Person in furtherance of such inquiries or to obtain a proposal or offer with respect to a Competing RMT Parent Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing RMT Parent Transaction, (iv) enter into any Competing RMT Parent Transaction Agreement or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of the foregoing. RMT Parent shall, and shall cause its Subsidiaries to, and shall instruct and cause its Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons (other than GPC and its Affiliates) conducted prior to the execution of this Agreement by RMT Parent or any of its Subsidiaries or Representatives with respect to a Competing RMT Parent Transaction. RMT Parent shall not, and shall cause its Subsidiaries not to, and RMT Parent shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Competing RMT Parent Transaction. RMT Parent shall, and shall cause its Subsidiaries to, promptly request each Person (other than GPC and its Affiliates) that has heretofore executed a confidentiality agreement with RMT Parent or any of its Subsidiaries in connection with such Person’s consideration of a Competing RMT Parent Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable,

destroyed) by such Person under the terms of the applicable confidentiality agreement and, if requested by GPC, to seek to enforce such Person’s obligation to do so.

(b) RMT Parent shall promptly (and in any event within twenty-four hours after RMT Parent attains knowledge thereof) notify GPC, orally and in writing, after the receipt by RMT Parent or any of its Representatives of any proposal, inquiry, offer or request (or any amendment thereto) with respect to a Competing RMT Parent Transaction, including any request for discussions or negotiations and any request for information relating to RMT Parent or any of its Affiliates or for access to the business, properties, assets, books or records of RMT Parent or any of its Affiliates. Such notice shall indicate the identity of the Person making such proposal, inquiry, offer or request and a description of such proposal, inquiry, offer or request, including in reasonable detail the terms and conditions (if any) of such proposed Competing RMT Parent Transaction, and RMT Parent shall promptly (and in any event within twenty-four hours after receipt by RMT Parent) provide to GPC copies of any written materials received by RMT Parent in connection with any of the foregoing. RMT Parent agrees that it shall keep GPC reasonably informed of the status and reasonable details of (including discussions with respect thereto or amendments to) any such proposal, inquiry, offer or request. RMT Parent agrees that it shall substantially simultaneously provide to GPC any non-public information concerning RMT Parent that may be made available pursuant to Section 7.03(c ) to any other Person in response to any such proposal, inquiry, offer or request (including discussions with respect thereto or any amendment to) unless such information has previously been provided or made available by RMT Parent to GPC.

(c) Notwithstanding anything to the contrary in this Section 7.03 , at any time prior to the receipt of the RMT Parent Stockholder Approval, RMT Parent may furnish information to, and enter into discussions and negotiations with, any Person (or any of such Person’s Representatives) who has made a written, bona fide proposal or offer with respect to a Competing RMT Parent Transaction that did not arise or result from any material breach of Section 7.03(a ) if, prior to furnishing such information and entering into such discussions, the RMT Parent Board has (A) determined, in its good faith judgment (after consulting with a financial advisor of nationally recognized reputation and outside legal counsel) that such proposal, offer or request constitutes, or is reasonably likely to lead to, a Superior Proposal, (B) provided written notice to GPC of its intent to furnish information to, enter into discussions with, release or waive the application of such provisions to such Person at least three Business Days prior to taking the first of any such action with respect to any given Person and (C) obtained (to the extent not already obtained) from such Person an Acceptable Confidentiality Agreement (it being understood that an Acceptable Confidentiality Agreement and any related agreements shall not include any provision granting such Person exclusive rights to negotiate with RMT Parent or having the effect of prohibiting RMT Parent from satisfying its obligations under this Agreement) and, promptly upon its execution, delivered to GPC a copy of such Acceptable Confidentiality Agreement.

(d) Except as set forth in this Section 7.03(d ), neither the RMT Parent Board nor any committee thereof shall (i) withdraw, qualify, modify, amend or fail to make, or propose publicly to withdraw, qualify, modify or amend the RMT Parent Recommendation, (ii) make any public statement or take any action inconsistent with the RMT Parent Recommendation or (iii) approve or adopt, or recommend the approval or adoption of, or publicly propose to approve or

adopt, any Competing RMT Parent Transaction (any of the actions described in (i), (ii) or (iii), a “ Change in the RMT Parent Recommendation ”) . Notwithstanding the foregoing:

(i) the RMT Parent Board may make a Change in the RMT Parent Recommendation if (A) other than in connection with or as a result of the making of a Competing RMT Parent Transaction, a material development or change in circumstances that was not known or, with respect to developments or changes in circumstances relating to RMT Parent and its Subsidiaries, reasonably foreseeable to the RMT Parent Board on the date of this Agreement and occurs or arises after the date of this Agreement, which material development or change in circumstances becomes known to the RMT Parent Board prior to the RMT Parent Stockholders’ Meeting (such material development or change in circumstances being referred to as an “ Intervening Event ”) (it being understood that in no event shall the following constitute an Intervening Event (i) the receipt, existence or terms of a Competing RMT Parent Transaction or (ii) any event, circumstance, change in or effect on the SpinCo Business that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or the financial condition of the SpinCo Business, taken as a whole, unless such events, circumstances, changes or effects have had or would reasonably be expected to have a SpinCo Material Adverse Effect), (B) the RMT Parent Board determines in its good faith judgment, after consulting with its outside legal counsel, that an Intervening Event has occurred and a failure to make a Change in the RMT Parent Recommendation would be inconsistent with the RMT Parent Board’s fiduciary duties to RMT Parent or its stockholders under Applicable Law, (C) the RMT Parent Board does not effect, or cause RMT Parent to effect, a Change in the RMT Parent Recommendation at any time within three Business Days, or such shorter period in the event that the RMT Parent Stockholders’ Meeting is scheduled to occur in less than three Business Days, after GPC receives written notice from RMT Parent that the RMT Parent Board has determined that an Intervening Event requires the RMT Parent Board to effect, or cause RMT Parent to effect, a Change in the RMT Parent Recommendation and describing in reasonable detail the circumstances underlying such determination ( provided , a new notice shall be required with respect to any material change in circumstances and a new notice period of three Business Days shall begin) and (D) during such applicable period RMT Parent engages in good faith negotiations with GPC (to the extent that GPC desires to negotiate) to amend this Agreement in such a manner that obviates the need for the RMT Parent Board to effect, or cause RMT Parent to effect, a Change in the RMT Parent Recommendation; or

(ii) if at any time prior to the receipt of the RMT Parent Stockholder Approval and in response to the receipt of an offer or proposal with respect to a Competing RMT Parent Transaction that did not arise or result from any material breach of Section 7.03(a ), the RMT Parent Board determines in its good faith judgment (after consulting with a financial advisor of nationally recognized reputation and outside legal counsel), that such offer or proposal constitutes a Superior Proposal and determines in its good faith judgment, after consulting with its outside legal counsel, that a failure to make a Change in the RMT Parent Recommendation with respect to such Superior Proposal would be inconsistent with the RMT Parent Board’s fiduciary duties to RMT Parent or its stockholders under Applicable Law, then the RMT Parent Board may, with respect to

such Superior Proposal (x) make a Change in the RMT Parent Recommendation or (y) cause RMT Parent to termi nate this Agreement pursuant to Section 9.01(g) in order to enter into a definitive agreement providing for such Superior Proposal if, in each case :

(1) RMT Parent has provided written notice to GPC (a “ Notice of Superior Proposal ”) advising GPC that the RMT Parent Board has received a Superior Proposal promptly after the RMT Parent Board determines it has received a Superior Proposal, stating that the RMT Parent Board intends to make a Change in the RMT Parent Recommendation or terminate this Agreement pursuant to Section 9.01(g) and describing in reasonable detail the terms and conditions of such Superior Proposal; and

(2) GPC does not, within three Business Days of receipt of the Notice of Superior Proposal (the “ Notice Period ”), make a written offer or proposal to revise the terms of this Agreement (any such offer, a “ Revised Transaction Proposal ”) in a manner that the RMT Parent Board determines in its good faith judgment, after consulting with a financial advisor of nationally recognized reputation and outside legal counsel, to be at least as favorable to RMT Parent’s stockholders as such Superior Proposal; provided , however , that, during the Notice Period, RMT Parent shall negotiate in good faith with GPC (to the extent GPC desires to negotiate) regarding any Revised Transaction Proposal; provided , further , that any amendment to the terms of such Superior Proposal during the Notice Period shall require a new written notice of the material terms of such amended Superior Proposal from RMT Parent and an additional three Business Day Notice Period, including with respect to RMT Parent’s obligations to negotiate in good faith with GPC.

(e) Nothing contained in this Agreement shall prohibit RMT Parent or the RMT Parent Board from (i) disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act, or from issuing a “stop, look and listen” statement pending disclosure of its position thereunder or (ii) making any disclosure to its stockholders if the RMT Parent Board determines in its good faith judgment, after consulting with its outside legal counsel, that a failure to make such disclosure would be inconsistent with the RMT Parent Board’s fiduciary duties to RMT Parent or its stockholders under Applicable Law; provided , however , that (1) in no event shall this Section 7.03(e ) affect the obligations specified in Section 7.03(d ) and (2) any such disclosure (other than issuance by RMT Parent of a “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act) that addresses or relates to the approval, recommendation or declaration of advisability by the RMT Parent Board with respect to this Agreement or an Alternative Proposal shall be deemed to be a Change in the RMT Parent Recommendation unless the RMT Parent Board in connection with such communication publicly states that its recommendation with respect to this Agreement has not changed or refers to the prior recommendation of the RMT Parent Board, without disclosing any Change in the RMT Parent Recommendation.

(f) GPC agrees that it will not, nor will it permit any of its Subsidiaries to, and that it will instruct and cause its Representatives not to, directly or indirectly, (i) solicit, initiate or knowingly encourage (including by way of furnishing non-public information), or take any other action to knowingly facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to GPC’s stockholders), with respect to any Competing SpinCo

Transaction, (ii) enter into, maintain, continue or otherwise engage or participate in any discussions or negotiations with any Person in furtherance of inquiries or to obtain a proposal or offer with respect to a Competing SpinCo Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing SpinCo Transaction, (iv) enter into any Competing SpinCo Transaction Agreement or (v) resolve, propose or agree or authorize any Representative, to do any of the foregoing. GPC shall, and shall cause its Subsidiaries to, and shall instruct and cause its Representatives to, immediately cease and cause to be terminated all existing di scussions or negotiations with any Persons (other than RMT Parent and its Affiliates) conducted prior to the execution of this Agreement by GPC or any of its Representatives with respect to a Competing SpinCo Transaction. GPC shall not, and shall cause its Subsidiaries not to, and GPC shall instruct and cause its Representatives not to, release any third party from, or waive any provision of, any confidentiality or standstill agreement to which it or one of its Affiliates is a party in connection with a Com peting SpinCo Transaction. GPC shall, and shall cause it Subsidiaries to, promptly request each Person (other than RMT Parent and its Affiliates) that has heretofore executed a confidentiality agreement with GPC or any of its Subsidiaries in connection wit h such Person’s consideration of a Competing SpinCo Transaction (whether by merger, acquisition of stock or assets or otherwise), to return (or if permitted by the applicable confidentiality agreement, destroy) all information required to be returned (or, if applicable, destroyed) by such Person under the terms of the applicable confidentiality agreement and, if requested by RMT Parent, to seek to enforce such Person’s obligation to do so. GPC shall promptly (and in any event within twenty-four hours after GPC attains knowledge thereof) notify RMT Parent after the receipt by GPC or any of its Representatives of any proposal, inquiry, offer or request (or any amendment thereto) with respect to a Competing SpinCo Transaction, including any request for discussi ons or negotiations and any request for information relating to GPC or any of its Affiliates with respect to the SpinCo Business, or for access to the business, properties, assets, books or records of GPC or any of its Affiliates with respect to the SpinCo Business. The receipt by GPC of a proposal in respect of a Competing SpinCo Transaction shall not in any way or manner alter, hinder or delay GPC or SpinCo from satisfying its obligations under this Agreement.

Access to Information

(a) From the date of this Agreement until the Closing, upon reasonable notice, GPC shall use its reasonable best efforts to (i) afford RMT Parent and its authorized Representatives reasonable access to the offices, properties and books and records of the SpinCo Business and (ii) furnish to the authorized Representatives of RMT Parent such additional available information regarding the SpinCo Business (or copies thereof), as RMT Parent may from time to time reasonably request; provided , that (x) any such access or furnishing of information shall be conducted at RMT Parent’s expense, during normal business hours, under the supervision of GPC’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the SpinCo Business, (y) all requests for access pursuant to this Section 7.04(a ) shall be made in writing and shall be directed to and coordinated with a person or persons designated by GPC in writing and (z) RMT Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any GPC Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of RMT Parent or any of its Subsidiaries, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication,

without the specific prior written authorization of G PC. Notwithstanding anything to the contrary in this Agreement, GPC shall not be required to provide any access or disclose any information to RMT Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any GPC Entity; provi ded that GPC shall give notice to RMT Parent of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(a ) and thereafter RMT Parent and GPC shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeop ardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither RMT Parent nor any of its Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of GPC, which consent may be withheld in the sole discretion of GPC.

(b) From the date of this Agreement until the Closing, upon reasonable notice, RMT Parent shall use its reasonable best efforts to (i) afford GPC and its authorized Representatives reasonable access to the offices, properties and books and records of RMT Parent and its Subsidiaries and (ii) furnish to the authorized Representatives of GPC such additional available information regarding RMT Parent and its Subsidiaries (or copies thereof), as GPC may from time to time reasonably request; provided , that (x) any such access or furnishing of information shall be conducted at GPC’s expense, during normal business hours, under the supervision of the personnel of RMT Parent or its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operations of RMT Parent and its Subsidiaries, (y) all requests for access pursuant to this Section 7.04(b ) shall be made in writing and shall be directed to and coordinated with a person or persons designated by RMT Parent in writing and (z) GPC shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any RMT Parent Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of the SpinCo Business, in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of RMT Parent. Notwithstanding anything to the contrary in this Agreement, RMT Parent shall not be required to provide any access or disclose any information to GPC or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege, (B) contravene any Applicable Law, fiduciary or other duty or any agreement or (C) result in the loss of protection of any proprietary information or trade secrets of any RMT Parent Entity; provided that the RMT Parent shall give notice to GPC of the fact that it is withholding such access or information pursuant to clauses (A), (B) or (C) of this Section 7.04(b ) and thereafter GPC and RMT Parent shall use their respective commercially reasonable efforts to cause such access or information, as applicable, to be provided, or made available, in a manner that would not reasonably be expected to jeopardize such privilege, contravene such Applicable Law, fiduciary or other duty or agreement, or result in any loss of such protection of proprietary information. Notwithstanding anything to the contrary in this Agreement, neither GPC nor any of its Representatives shall be allowed to sample or analyze any soil or

groundwater or other environmental media, or any building material, without the prior written consent of RMT Parent, which consent may be withheld in the sole disc retion of RMT Parent.

(c) The Parties shall cooperate in good faith to prepare and implement a joint communication plan for communications with their respective customers, distributors and suppliers in connection with the Contemplated Transactions. Each Party shall reasonably and in good faith cooperate with the other Parties to appropriately address any identified non-compliance with such joint communication plan.

Directors’ and Officers’ Indemnification

(a) The bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in the bylaws of SpinCo, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Merger Effective Time in any manner that could reasonably be expected to affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, were directors, officers, employees or agents of SpinCo, unless such modification shall be required by Applicable Law.

(b) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation, as the case may be, or at RMT Parent’s option, RMT Parent, shall assume the obligations set forth in this Section 7.05 .

(c) At or prior to the Closing, SpinCo shall obtain a prepaid directors’ and officers’ liability insurance policy or policies (i.e., a “tail” policy), which policy or policies shall cover those directors and officers of the SPR Entities who are currently covered by any GPC Entity’s directors’ and officers’ liability insurance policy or policies on terms with respect to coverage and amount that are no less favorable than those of such policy or policies for an aggregate period of not less than six years from the Closing Date with respect to claims arising from facts or events that occurred at or before the Closing, including with respect to the transactions contemplated by this Agreement.

Regulatory and Other Authorizations; Notices and Consents

(a) Each Party shall, and shall cause its Affiliates to, use reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Authorities that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the other Transaction Documents, (ii) cooperate fully with the other Parties in promptly seeking to obtain all such authorizations, consents, orders and approvals and (iii) provide such other information to any Governmental Authority as such Governmental Authority may reasonably request in connection herewith. Each Party agrees to, and shall cause its respective Affiliates to, make promptly its respective filing, if necessary, pursuant to the HSR Act or any other Antitrust Laws under which filing is required or under which the Parties reasonably mutually determine that filing is

advisable with respect to the Contemplated Transactions and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant to the HSR Act or any other Antitrust Laws. The Parties shall determine the jurisdictions in which filings will be made under the Antitrust Laws within ten Business Days of the date of this Agreement. The applicable Party (or its Affiliate) making any notice or filing with any Govern mental Authority as required by this Section 7.06 shall pay all applicable filing or notice fees required in connection therewith; provided that RMT Parent or GPC, as applicable, shall reimburse the other for its portion of all such filing fees such that RMT Parent and GPC shall bear the cost of such fees evenly.

(b) Without limiting the generality of the undertakings of the Parties pursuant to Section 7.06(a ), and notwithstanding anything in this Agreement to the contrary, each Party shall, and shall cause each of its Affiliates to, use reasonable best efforts to avoid or eliminate each and every impediment under the HSR Act or any other Antitrust Laws that may be asserted by any Governmental Authority or any other Person so as to enable the Parties to close the Contemplated Transactions as promptly as practicable, and in any event prior to the Termination Date; provided , however , that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require GPC, RMT Parent or any of their respective Affiliates to (x) propose, negotiate, commit to and effect, by consent decree, hold separate orders or otherwise, the sale, divestiture or disposition of any assets, properties or businesses or (y) undertake any efforts or to take any action if the taking of such efforts or action is or would reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the assets, Liabilities, business, results of operations or condition (financial or otherwise) of (A) SpinCo and the SpinCo Companies, taken as a whole, or of (B) RMT Parent and its Subsidiaries, taken as a whole (each of such actions, a “ Burdensome Condition ”); and neither GPC, nor SpinCo, nor any of their Subsidiaries shall take any action that has the effect of, or agree with any Governmental Authority to, any Burdensome Condition without the prior written consent of RMT Parent. In addition, each Party shall, and shall cause its Affiliates to, use its reasonable best efforts to defend through litigation on the merits any Proceeding by any Governmental Authority or any other Person to avoid entry of, or to have vacated or terminated, any decree, order or judgment (whether temporary, preliminary or permanent) that would prevent the Closing prior to the Termination Date; provided , however , that notwithstanding the foregoing, nothing contained in this Agreement shall be construed to require GPC, RMT Parent or any of their respective Affiliates to continue litigation beyond the Termination Date or other termination of this Agreement in accordance with Article IX .

(c) Each Party shall promptly notify the other Parties of any communication it or any of its Representatives receives from any Governmental Authority relating to the ability to consummate the Contemplated Transactions and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority. The Party providing communications for review under the foregoing sentence shall consider, in good faith, the suggestions made by the other Parties. None of the Parties shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation (including any settlement of an investigation), litigation or other inquiry relating to the Contemplated Transactions unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate in such meeting. Each Party shall, and shall cause its Representatives to, coordinate and cooperate

fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act and any other Antitrust Law. Each Party shall, and shall cause its Representatives to, provide e ach other with copies of all correspondence, filings or communications between them or any of their respective Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and t he Contemplated Transactions; provided , however , that materials may be redacted (i) as necessary to comply with contractual arrangements or Applicable Law and (ii) as necessary to address reasonable attorney-client or other privilege or confidentiality con cerns; provided , further , that a Party may designate information that it views to be commercially sensitive or competitively sensitive to be viewed only by outside antitrust counsel for the other Parties, and such designation shall be honored by the Partie s receiving that information. This Section 7.06(c ) shall not apply with respect to the Internal Reorganization.

(d) Each Party agrees that it shall not, and shall cause its Affiliates not to, enter into any transaction, or any agreement to effect any transaction (including any merger, acquisition or other business combination) that could reasonably be expected to make it more difficult, or to increase the time required, to (i) obtain the expiration or termination of the waiting period under the HSR Act or any other Antitrust Law, or under any other Applicable Law, in respect of the Contemplated Transactions, (ii) avoid the entry of, the commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction, temporary restraining order or other order that could reasonably be expected to materially delay or prevent the consummation of the Contemplated Transactions or (iii) obtain all authorizations, consents, orders and approvals of Governmental Authorities necessary or reasonably mutually determined as advisable for the consummation of the Contemplated Transactions.

Financing

(a) Subject to the terms and conditions of this Section 7.07 , RMT Parent shall, and shall cause its Affiliates to, use reasonable best efforts to (i) cause the conditions and comply with the obligations that are set forth in the RMT Commitment Letter applicable to, and within the control of or that require the cooperation of, RMT Parent to be fulfilled (or waived, if deemed advisable by RMT Parent) in a timely fashion in accordance with its terms, (ii) maintain the RMT Commitment Letter in effect until the earlier of the initial funding of the RMT Financing or the date that the RMT Financing Agreements (as defined below) become effective, (iii) negotiate definitive agreements with respect thereto, on the terms and conditions contained therein (including the “market flex” provisions) or on such other terms that would not be prohibited by clauses (i) through (iv) of Section 7.07(d ) (the “ RMT Financing Agreements ”) and (iv) if all conditions precedent under the RMT Commitment Letter or the RMT Financing Agreements have been satisfied, on the Closing Date, cause the RMT Lenders to fund the RMT Financing and RMT Borrower to consummate the RMT Financing Transactions if all conditions to Closing contained in Article VIII are, or on the Closing Date can reasonably be expected to be, satisfied or waived (by the applicable party that is the beneficiary of such condition). In the event any funds in the amounts set forth in the RMT Commitment Letter or the RMT Financing Agreements, or any portion thereof, become unavailable on the terms and conditions (including any applicable “flex” terms) contemplated in the RMT Commitment Letter or the RMT

Financing Agreements, RMT Parent shall, and shall cause its Affiliates to use reasonable best efforts, subject to Section 7.07(d ) , to obtain promptly any such portion from alternative sources, including on terms materially no less favorable, in the aggregate, to RMT Parent than those set forth in the RMT Commitment Letter (in eac h case as determined in the reasonable discretion of RMT Parent), in an amount sufficient, when added to the portion of the RMT Financing that is available, to finance the RMT Financing Transactions (the “ RMT Alternative Financing ” ) and provide promptly to GPC a copy of any new financing commitment letter and any associated fee letters (solely in the case of any administrative agent fee letter, redacted in a customary manner sol ely with respect to the fees payable and economic terms (other than covenants) that are confidential, none of which redacted provisions would reduce the aggregate principal amount of such RMT Alternative Financing, impose additional conditions with respect thereto, or otherwise affect the enforceability or availability of such RMT Alternative Financing) (collectively, the “ Alternative RMT Commitment Letter ” ); provided th at the terms of any such RMT Alternative Financing must be consistent with the Intended Tax Treatment, as reasonably determined by GPC. In the event any RMT Alternative Financing is obtained, notwithstanding anything herein to the contrary, any reference i n this Agreement to “RMT Financing” shall include “RMT Alternative Financing,” any reference to “RMT Commitment Letter” shall include the “Alternative RMT Commitment Letter,” any reference to “RMT Lenders” shall include the financial institutions providing such RMT Alternative Financing, and any reference to “RMT Financing Agreements” shall include any definitive agreements with respect to the Alternative RMT Commitment Letter, and all obligations of RMT Parent pursuant to this Section 7.07 shall be applicable thereto to the same extent as RMT Parent’s obligations with respect to the RMT Financing. For the avoidance of doubt, if the Marketing Period has ended, the RMT Financing is available, and all conditions to the Closing set forth in Article VIII have been satisfied or waived or will be satisfied or waived at the Closing, RMT Parent shall take all actions within its control reasonably necessary to allow RMT Borrower to incur the indebtedness provided under the RMT Financing to consummate the RMT F inancing Transactions.

(b) Subject to the terms and conditions of this Section 7.07 , GPC and SpinCo shall, and shall cause their respective Affiliates to, use reasonable best efforts to (i) cause the conditions and comply with the obligations that are set forth in the SpinCo Commitment Letter applicable to, and within the control of or that require the cooperation of, GPC or SpinCo to be fulfilled (or waived, if deemed advisable by GPC or SpinCo) in a timely fashion in accordance with its terms, (ii) maintain the SpinCo Commitment Letter in effect until the earlier of the initial funding of the SpinCo Financing or the date that the SpinCo Financing Agreements (as defined below) become effective, (iii) negotiate definitive agreements with respect thereto, on terms and conditions acceptable to RMT Parent and contained therein (including the “market flex” provisions) or on such other terms acceptable to RMT Parent that would not be prohibited by Section 7.07(e ) (the “ SpinCo Financing Agreements ” and, together with the RMT Financing Agreements, the “ Financing Agreements ”) and (iv) if all conditions precedent under the SpinCo Commitment Letter or the SpinCo Financing Agreements have been satisfied, cause the SpinCo Lenders to fund the SpinCo Financing prior to or substantially contemporaneously with the Distribution and to consummate the SpinCo Financing Transactions if all conditions to Closing contained in Article VIII are, or, on the Closing Date can reasonably be expected to be, satisfied or waived (by the applicable party that is the beneficiary of such condition). In the event any funds in the amounts set forth in the SpinCo Commitment Letter or the SpinCo Financing Agreements, or any portion thereof, become unavailable on the terms and conditions (including

any applicable “flex” terms) contemplated in the SpinCo Commitment Letter or the SpinCo Financing Agreements, GPC and SpinCo shall, and shall cause their respect ive Affiliates to, in consultation with RMT Parent, use reasonable best efforts to cause SpinCo to obtain promptly any such portion from alternative sources, on terms acceptable to RMT Parent, in an amount sufficient, when added to the portion of the SpinC o Financing that is available, to finance the SpinCo Financing Transactions (the “ SpinCo Alternative Financing ” and, together with any RMT Alternative Financing, the “ Altern ative Financings ” and each, an “ Alternative Financing ” ) and provide promptly to RMT Parent a copy of an y new financing commitment letter and any associated fee letters (the “ Alternative SpinCo Commitment Letter ” ); provided that the terms of any such SpinCo Alternative Financing must be consistent with the Intended Tax Treatment, as reasonably determined by GPC. In the event SpinCo Alternative Financing is obtained, any reference in this Agreement to “SpinCo Financing” shall include “SpinCo Alternative Financing,” any r eference to “SpinCo Commitment Letter” shall include the “Alternative SpinCo Commitment Letter,” any reference to “SpinCo Lenders” shall include the financial institutions providing such Alternative Financing, and any reference to “SpinCo Financing Agreeme nts” shall include any definitive agreements with respect to the Alternative SpinCo Commitment Letter, and all obligations of GPC and SpinCo pursuant to this Section 7.07 shall be applicable thereto to the same extent as GPC’s and SpinCo’s obligations with respect to the SpinCo Financing. For the avoidance of doubt, if the SpinCo Financing is available and all conditions to the Closing set forth in Article VIII have been satisfied or waived or will be satisfied or waived at the Closing, SpinCo shall, and GPC shall cause SpinCo to, take all actions within its control reasonably necessary to cause SpinCo to incur the indebtedness provided under the SpinCo Commitme nt Letter or the SpinCo Financing Agreements to consummate the SpinCo Financing Transactions, including by executing and delivering to the SpinCo Lenders the SpinCo Financing Agreements and related certificates, instruments and documents contemplated there by, which, in each case, shall be in form and substance satisfactory to RMT Parent.

(c) RMT Parent and GPC shall each give the other prompt written notice (i) of any material breach (or threatened material breach) or default (or any event or circumstance that, with or without notice, lapse of time or both, could reasonably be expected to give rise to any material breach or default) by any party to the Commitment Letters or the Financing Agreements, (ii) of the receipt of any written notice of any actual or threatened withdrawal, repudiation or termination of either Financing by any of the Lenders, (iii) of the receipt of any written notice of any material dispute or disagreement between or among any of the parties to the Commitment Letters or the Financing Agreements, (iv) of any amendment or modification of, or waiver under, the Commitment Letters or the Financing Agreements to which such Person (or its Affiliate) is a party or (v) if for any reason either believes in good faith that it or its Affiliates will not be able to timely obtain all or any portion of the RMT Financing or SpinCo Financing, as applicable, on the terms and conditions and in the manner or from the sources (including the RMT Alternative Financing and the SpinCo Alternative Financing, where applicable) contemplated by the RMT Commitment Letter or the SpinCo Commitment Letter, as applicable, or the RMT Financing Agreements or the SpinCo Financing Agreements, as applicable. RMT Parent and GPC shall keep one another informed upon reasonable request and in reasonable detail, as soon as reasonably practicable (but in any event within three Business Days upon receipt of such reasonable request) of the status of their (or their Affiliate’s) efforts to arrange the RMT Financing and the SpinCo Financing, as applicable.

(d) Notwithstanding anything to the contrary set forth herein, RMT Parent may amend, modify, replace, waive or change any provision in the RMT Commitment Letter or any of the RMT Financing Agreements ; provided that any such amendment, modificat ion, replacement, waiver or change must be consistent with the Intended Tax Treatment , as reasonably determined by GPC; provided , further , that RMT Parent shall not permit or agree to any such amendment, modification, replacement, waiver or change to be ma de to the RMT Commitment Letter or any of the RMT Financing Agreements without obtaining the prior written consent of GPC , that would (i) change, amend, expand or modify the conditions precedent set forth therein, or impose new or additional conditions, in each case in any manner that would reasonably be expected to prevent or materially delay the consummation of the RMT Financing, (ii) reduce the aggregate cash amount of the RMT Financing such that the aggregate funds that would be available to RMT Parent up on the closing of the RMT Financing would not be sufficient to fund the RMT Financing Transactions , (iii) decrease the aggregate cash amount of the RMT Financing as set forth in the RMT Commitment Letter or the RMT Financing Agreements such that such aggregate amount is less than the aggregate cash amount to be funded up on the closing thereof as set forth in the RMT Commitment Letter as of the date hereof or (iv) amend or modify any other term or provision in a manner that would reasona bly be expected to prevent, materially delay or materially impair the ability of RMT Parent and Merger Sub to consummate the transactions contemplated by this Agreement or adversely impact, in any material respect, the ability of RMT Parent to enforce its rights against the other parties to the RMT Commitment Letter or any of the RMT Financing Agreements. Notwithstanding anything to the contrary set forth herein , RMT Parent may modify, supplement , or amend the RMT Commitment Letter or any of the RMT Financi ng Agreements , (x) to add lead arrangers, bookrunners, syndication agents , documentation agents, lenders or similar entities that have not executed the RMT Commitment Letter as of the date hereof and (y) to implement or exercise any market flex provisions provided in , the RMT Commitment Letter as in effect as of the date hereof or, subject to Section 7.07(a ) , as in effect as of the date that an Altern ative RMT Commitment Letter becomes effective . In such event, the term “RMT Commitment Letter” as used herein shall be deemed to include the new or amended commitment letters (including all exhibits, schedules, and attachments thereto) and fee letters ente red into in accordance with this Section 7.07(d ) , the term “RMT Financing” as used herein shall be deemed to include any substitute financing obtained in accordance with this Section 7.07(d ) , and the term “RMT Financing Agreements” shall be deemed to include the new or amended definitive agreements with respect to the RMT Financing entered into in accordance with this Section 7.07(d ) ; provided , however , that in the event any portion of the RMT Financing becomes unavailable on the terms and conditions contemplated in the RMT Commit ment Letter or the RMT Financing Agreements, the second sentence of Section 7.07(a ) , and not this Section 7.0 7(d ) , shall govern with respect to the terms of any replacement financing to be obtained after any portion of the RMT Financing becomes unavailable as described therein. Promptly after the effectiveness thereof, RMT Parent shall deliver to GPC true and correct copies of all amendments, modification s , replacement s , waiver s and change s to the RMT Commitment Letter and, after the effective date thereof, the RMT Financing Agreements.

(e) Notwithstanding anything to the contrary set forth herein, SpinCo shall not, and shall not permit or cause its Affiliates to, amend, modify, supplement, replace, waive or change any provision in the SpinCo Commitment Letter or any of the SpinCo Financing Agreements without the prior written consent of RMT Parent; provided that SpinCo or its

Affiliates may modify, supplement or amend the SpinCo Commitment Letter or any of the SpinCo Financing Agreements to implement any market flex exercised by the SpinCo Le nders in accordance with the SpinCo Commitment Letter as of the date hereof or, subject to Section 7.07(b ) , as in effect as of the date that an Alte rnative SpinCo Commitment Letter becomes effective. If RMT Parent so consents or such market flex is exercised, the term “SpinCo Commitment Letter” as used herein shall be deemed to include the new or amended commitment letters (including all exhibits, sch edules, and attachments thereto) and fee letters entered into in accordance with this Section 7.07(e ) , the term “SpinCo Financing” as used herein shall be deemed to include any substitute financing obtained in accordance with this Section 7.07(e ) , an d the term “SpinCo Financing Agreements” shall be deemed to include the new or amended definitive agreements with respect to the SpinCo Financing entered into in accordance with this Section 7.07(e ) ; provided , however , that in the event any portion of the SpinCo Financing becomes unavailable on the terms and conditions contemplated in the SpinCo Commitment Letter or the SpinCo Financing Agreements, th e second sentence of Section 7.07(b ) , and not this Section 7.07(e ) , shall govern with respect to the terms of any replacement financing to be obtained after any portion of the SpinCo Financing becomes unavailable as described therein . Promptly after the effectiveness thereof, SpinCo shall delive r to RMT Parent true and correct copies of all amendments, modification s , replacement s , waiver s and change s to the SpinCo Commitment Letter and, after the effective date thereof, the SpinCo Financing Agreements.

(f) Prior to the earlier of the closing of the Financings and the date that this Agreement is terminated in accordance with its terms, GPC and SpinCo shall provide or shall cause their respective Affiliates to provide, and shall use its reasonable best efforts to cause their respective Representatives (and use reasonable best efforts to cause external auditors) to provide, all reasonable cooperation in connection with arranging, obtaining and syndicating the Financings, as may be reasonably requested by RMT Parent, and that is customary in connection with efforts to obtain financing of the type of the Financings, including, as applicable, (i) participating in a reasonable number of meetings, drafting sessions, rating agency and roadshow presentations and due diligence sessions upon reasonable notice and at such times and places as are mutually agreed between RMT Parent and SpinCo, including direct contact between such senior management of GPC, SpinCo, the Lenders and potential lenders in any of the Financings, (ii) furnishing RMT Parent and the Lenders with (A) such information regarding the SpinCo Business as is customary in connection with the Financings and (B) (x) with respect to the SpinCo Business, financial information of the SpinCo Business necessary for RMT Parent to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of operations as of and for the 12-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 60 days before the closing of each Financing, prepared after giving effect to the transactions contemplated by this Agreement, the Separation Agreement and the Financing Agreements, with respect the pro forma balance sheet, as of such date, or with respect to the pro forma statement of operations, as if such transactions had occurred on the first day of the most recently completed fiscal year, (y) such other information as reasonably may be requested by RMT Parent to the extent such information is customarily delivered by a borrower or a guarantor for the preparation of a customary confidential information memoranda and other marketing materials customarily used for the syndication of financings of the type contemplated by the Financings, and (z) the financial information required by clauses (h) and (i) of Exhibit C of the RMT Commitment Letter and clauses (g) and (h) of Exhibit C of the SpinCo Commitment Letter (collectively, the “ Required Financial Information ”)

and such o ther customary financial information as reasonably may be requested by RMT Parent to consummate the Financings, (iii) providing reasonable cooperation to RMT Parent and the financing sources in the marketing and syndication of the Financings, and in the pr eparation of, as applicable, materials for rating agency presentations, road show materials, bank information memoranda, lender and investor presentations, private placement memoranda, credit agreements, joinders, guarantees, pledge and security documents (including delivery of possessory collateral) and the other Financing Agreements, bank syndication materials and similar documents required in connection with the Financings, (iv) taking customary corporate actions that are necessary to authorize and cause to occur the consummation of the Financings, (v) providing customary authorization and management representation letters representing that the information provided by GPC, SpinCo, or any of their Affiliates or Representatives for inclusion in any confiden tial information memorandum or lender presentation does not include material non-public information about GPC, SpinCo, and their respective Subsidiaries, and designating the information provided by such Persons for presentation to the Lenders as suitable t o be made available to lenders who do not wish to receive material non-public information, (vi) requesting their independent accountants to provide cooperation with the Financings, including requesting their participation in accounting due diligence sessio ns and agreeing that RMT Parent may use their audit reports relating to SpinCo and using reasonable best efforts to assist the Lenders in obtaining auditor comfort letters (including negative assurance) and legal opinions from counsel to SpinCo, (vii) furn ishing to RMT Parent and the Lenders such information as may be necessary so that the Required Financial Information is complete and correct in all material respects and does not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which such statements are made, not materially misleading, (viii) facilitating the pledging of collateral for, and the inclusion of collateral in any bo rrowing base under, any Financing, including, upon reasonable advance written notice at mutually agreeable times and, if applicable, locations, taking commercially reasonable actions necessary to permit the Lenders to conduct field examinations and apprais als of SpinCo’s and SpinCo’s Subsidiaries’ personal property and, if applicable, real property, that would constitute part of the collateral securing the obligations under the Financing Agreements or is otherwise being reasonably considered for inclusion i n one or more borrowing bases under the Financing Agreements, (ix) with respect to SpinCo and SpinCo’s Subsidiaries, obtaining, to the extent required, customary payoff letters, guarantee and lien releases, and instruments of termination or discharge, whic h releases, terminations and discharges shall be effective on the date that the respective Financings are consummated, (x) using commercially reasonable efforts to permit the Lenders to benefit from the existing banking relationships of GPC and SpinCo and (xi) providing to the Lenders in respect of the applicable Financing, at least three Business Days prior to the closing of such Financing, all documentation and other information about the SpinCo Business required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act to the extent reasonably requested at least 10 days prior to the anticipated closing of such Financing; provided , that the actions contemplated in the fore going clause (i) through clause (xi) do not (I) unreasonably interfere with the ongoing operations of the SpinCo Business (II) cause any representation or warranty or covenant contained in this Agreement to be breached, (III) except for the Shared Financin g Expenses, which shall be paid in accordance with Section 9.03(c) , require any GPC Entity to pay any out of pocket fees or expenses prior to the Closing that are not required to be promptly reimbursed by RMT Parent as set forth in Section

7.07(g ) , (IV) involve any binding commitment by any GPC Entity (other than, in the case of SpinCo, the SpinCo Commitment Letter and the SpinCo Financing Agreements ), which commitment is not conditioned on the Closing and does not ter minate without Liability to a GPC Entity upon the termination of this Agreement or (V) require any GPC Entity or any of its Representatives (other than, with respect to the SpinCo Commitment Letter and the SpinCo Financing Agreements, SpinCo and its Subsid iaries) to incur any obligations in respect of the Financings until the closing thereof, which shall not occur prior to the Distribution Date.

(g) RMT Parent shall, and shall cause its Affiliates to, indemnify and hold harmless SpinCo and its Affiliates and Representatives from and against any and all Damages suffered or incurred by them in connection with cooperation provided for in Section 7.07(f ) and any information utilized in connection therewith (other than information provided by SpinCo or its Affiliates), except in instances of gross negligence or willful misconduct on the part of SpinCo, its Affiliates or Representatives. All non-public or otherwise confidential information regarding the SpinCo Business obtained by RMT Parent or its Representatives pursuant to this Section 7.07 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding any other provision set forth herein or in any other agreement between RMT Parent and GPC (or their respective Affiliates), GPC and SpinCo agree that RMT Parent and its Affiliates may share such information on a confidential basis with rating agencies, and may share customary projections with respect to SpinCo and its business with the Lenders identified in the Commitment Letters, and that RMT Parent and its Affiliates and such Lenders may share such information with potential financing sources in connection with any marketing efforts in connection with the Financings; provided , however , that the recipients of such information and any other information contemplated to be provided by GPC or any of its Affiliates pursuant to Section 7.07(f ), agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and confidential information memoranda.

(h) GPC shall, and shall cause its Affiliates to, indemnify and hold harmless RMT Parent and its Affiliates and Representatives from and against any and all Damages suffered or incurred by them in connection with the arrangement of the Financings, and any information utilized in connection therewith (other than information provided by RMT Parent or its Affiliates), except in instances of gross negligence or willful misconduct on the part of RMT Parent, its Affiliates or Representatives. All non-public or otherwise confidential information regarding the business of RMT Parent obtained by GPC, SpinCo or their respective Representatives pursuant to this Section 7.07 shall be kept confidential in accordance with the terms of the Confidentiality Agreement. Notwithstanding any other provision set forth herein or in any other agreement between RMT Parent and GPC (or their respective Affiliates), RMT Parent agrees that GPC and its Affiliates may share such information on a confidential basis with rating agencies, and may share customary projections with respect to RMT Parent and its business with the Lenders identified in the SpinCo Commitment Letter, and that GPC and its Affiliates and such Lenders may share such information with potential financing sources in connection with any marketing efforts in connection with the Financings; provided , however , that the recipients of such information and any other information contemplated to be provided by RMT Parent or any of its Affiliates pursuant to Section 7.07(j ) agree to customary confidentiality arrangements, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda.

(i) GPC and SpinCo hereby consent to the use of SpinCo’s and SpinCo’s Subsidiaries’ logos in connection with the Financings and any Alternative Financing; provided that such logos are used solely in a manner that is not intended or reasonably likel y to harm or disparage SpinCo or any of its Subsidiaries or the reputation or goodwill of SpinCo or any of its Subsidiaries or any of their respective intellectual property rights.

(j) Prior to the earlier of the closing of the Financings and the date that this Agreement is terminated in accordance with its terms, RMT Parent shall provide or shall cause its Affiliates to provide, and shall use its reasonable best efforts to cause its Representatives (and use reasonable best efforts to cause external auditors) to provide, all reasonable cooperation in connection with the arrangement of the SpinCo Financing, as may be reasonably requested by SpinCo, and that is customary in connection with efforts to obtain financing of the type of the SpinCo Financing; provided that the actions contemplated in the foregoing do not (I) unreasonably interfere with the ongoing operations of the business of RMT Parent and its Subsidiaries, (II) cause any representation or warranty or covenant contained in this Agreement to be breached, (III) involve any binding commitment by RMT Parent, which commitment is not conditioned on the Closing and does not terminate without Liability to RMT Parent upon the termination of this Agreement or (IV) require RMT Parent or any of its Representatives to incur any obligations in respect of the SpinCo Financing until the Merger has been consummated in accordance with the terms hereof, which shall not occur prior to the Closing Date.

Tax Matters

(a) This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g).

(b) From and after the date of this Agreement and until the Merger Effective Time, (i) each Party shall use its reasonable best efforts to ensure the Intended Tax Treatment, including refraining from any action that such party knows, or is reasonably expected to know, is reasonably likely to prevent the Intended Tax Treatment and executing such amendments to this Agreement as may be reasonably required in order to obtain the Intended Tax Treatment (it being understood that no party will be required to agree to any such amendment that it determines in good faith is reasonably likely to materially adversely affect the value of the Distribution, Internal Reorganization Cash Payments or the Merger to such party or its stockholders)), and, (ii) notwithstanding any other provision in this Agreement (including Section 6.01(a) and Section 6.02(a) ), no party shall take or fail to take, or permit any of its Affiliates to take or fail to take, any action which results or could reasonably be expected to result in Tax treatment that is inconsistent with the Intended Tax Treatment.

(c) RMT Parent and GPC shall cooperate, and shall cause their respective Affiliates to cooperate, fully at such time and to the extent reasonably requested by the other party in order for (i) RMT Parent to obtain the RMT Parent Merger Tax Opinion, (ii) GPC to obtain the GPC Tax Opinions, and (iii) RMT Parent and GPC to obtain any Tax opinions required to be filed with the SEC in connection with the filing of the Registration Statement.

(d) RMT Parent, GPC and SpinCo, and others, if required, shall execute and deliver to GPC Tax Counsel and RMT Parent Tax Counsel the Tax Representation Letters as of

(i) the date for filing any Tax opinion required to be filed with t he SEC in connection with the filing of the Registration Statement and (ii) the Closing Date; provided, however, that (x) the foregoing does not require that any Person make a representation that they do not believe to be accurate and (y) each of GPC and R MT Parent, respectively, shall be entitled to a reasonable amount of time to provide the other Party with written comments to the Tax Representation Letters in support of the GPC Tax Opinions and the RMT Parent Merger Tax Opinion, respectively. In renderin g the opinions described in Section 7.08(c) , counsel will be permitted to rely upon and assume the accuracy of the Tax Representation Letters.

(e) As of the date hereof, neither GPC nor SpinCo has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that would prevent, or would reasonably be expected to prevent, it from (i) delivering the Tax Representation Letters in accordance with the terms of Section 7.08(d) or (ii) obtaining the opinions contemplated by Section 7.08(c) .

(f) As of the date hereof, RMT Parent has not taken or agreed to take any action and knows of no fact, agreement, plan or other circumstance that would prevent, or would reasonably be expected to prevent, RMT Parent from (i) delivering the Tax Representation Letters in accordance with the terms of Section 7.08(d) or (ii) obtaining the opinion contemplated by Section 7.08(c) .

(g) RMT Parent represents that, at the time of the Merger, there will be no instruments outstanding that are treated as equity of RMT Parent for U.S. federal income tax purposes other than the actually outstanding shares of RMT Parent Common Stock.

(h) Except as otherwise expressly provided herein, this Agreement shall not govern Tax matters (including any administrative, procedural and related matters thereto), which shall be exclusively governed by the Tax Matters Agreement.

Separation Agreement

(a) RMT Parent acknowledges the terms and conditions of the Separation Agreement and the covenants and agreements of the SpinCo Companies thereunder. To induce GPC to enter into this Agreement and consummate the Contemplated Transactions, RMT Parent covenants and agrees that, from and after Closing, RMT Parent shall take, and shall cause the SpinCo Companies to take, all such actions as may be necessary or appropriate to cause each of the SpinCo Companies and each of their successors in interest to comply with each of the covenants and agreements to which the SpinCo Companies are subject under the Separation Agreement. To induce RMT Parent to enter into this Agreement and consummate the Contemplated Transactions, GPC covenants and agrees that (i) prior to the Merger Effective Time, GPC shall take, and shall cause the SpinCo Companies to take, all such actions as may be necessary to comply with each of the covenants and agreements to which GPC and SpinCo are subject under the Separation Agreement and (ii) after the Merger Effective Time, GPC shall take, and shall cause each other Retained GPC Entity to take, all such actions as may be necessary to comply with each of the covenants and agreements to which the Retained GPC Entities are subject under the Separation Agreement.

(b) RMT Parent shall reasonably cooperate with GPC in connection with GPC’s preparation of the Estimated Statement (as defined in the Separation Agreement) in accordance with Section 2.04(a) of the Separation Agreement and otherwise in connection with the processes and procedures contemplated by Section 2.04 of the Separation Agreement. After the M erger Effective Time, RMT Parent shall cause SpinCo to satisfy its obligations under the Separation Agreement, including under Section 2.04 of the Separation Agreement.

Control of Other Party’s Business

Nothing contained in this Agreement shall give GPC or SpinCo, directly or indirectly, the right to control or direct any of the operations of RMT Parent prior to the Closing. Nothing contained in this Agreement shall give RMT Parent or Merger Sub, directly or indirectly, the right to control or direct any of the operations of GPC or the SpinCo Business prior to the Closing. Prior to the Closing, each of GPC, SpinCo, RMT Parent and Merger Sub shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its respective operations.

Listing of SpinCo Shares of RMT Parent Common Stock

RMT Parent shall use its reasonable best efforts to cause the shares of RMT Parent Common Stock to be issued in the Merger to be approved for listing on the Nasdaq Global Select Market, subject to official notice of issuance, and GPC shall reasonably cooperate with RMT Parent with respect to such listing.

Section 16 Matters

Prior to the Merger Effective Time, the Parties shall take all steps as may be required to cause any dispositions of SpinCo Common Stock or acquisitions of RMT Parent Common Stock resulting from the Contemplated Transactions by each officer or director who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SpinCo or RMT Parent, to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Confidentiality

(a) The terms of the letter agreement, dated as of November 15, 2017 (the “ Confidentiality Agreement ”), between GPC and RMT Parent, are hereby incorporated by reference in this Agreement mutatis mutandis, shall continue in full force and effect until the Closing and shall survive the Closing and remain in full force and effect until their expiration in accordance with the terms of the Confidentiality Agreement; provided , however , that, upon the Closing, the confidentiality obligations of RMT Parent contained in the Confidentiality Agreement shall terminate in respect of that portion of the Proprietary Information (as defined in the Confidentiality Agreement) exclusively relating to the SpinCo Business. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b) Nothing provided to RMT Parent or GPC or their respective Representatives pursuant to Section 7.04 shall in any way amend or diminish the Parties’ obligations under the Confidentiality Agreement. Each of RMT Parent and GPC acknowledges

and agrees that any Proprietary Information (as defined in the Confidentiality Agreement) made available to such Party or its Representatives pursuant to Section 7.04 or otherwise by the other Party or any of its Representatives shall be subject to the terms and conditions of the Confidentiality Agreement.

Further Actions

(a) Except as otherwise expressly provided in this Agreement, the Parties shall, and shall cause their respective Affiliates to, use their respective reasonable best efforts to take, or cause to be taken, all appropriate action, to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable under Applicable Law (other than with respect to the matters covered in Section 7.06 , which shall be governed by the provisions of Section 7.06 ) to execute and deliver the Transaction Documents and such other documents as may be required to carry out the provisions of this Agreement and to consummate and make effective the Contemplated Transactions. Prior to the Closing, (i) neither GPC nor SpinCo shall terminate or assign the Separation Agreement, amend or otherwise modify any provision of the Separation Agreement or any Exhibit, Annex or Schedule thereto or waive compliance with any of the agreements or conditions contained in the Separation Agreement, in each case without the prior written consent of RMT Parent and (ii) any consent, approval, authorization or similar action to be taken by SpinCo under the Separation Agreement shall be subject to the prior written consent of RMT Parent. GPC shall keep RMT Parent reasonably informed of the status of the Internal Reorganization, including GPC’s and SpinCo’s progress in obtaining any necessary third-party consents or approvals of Governmental Authorities, and shall consult with RMT Parent regarding the terms of any arrangements established pursuant to Section 2.01 of the Separation Agreement; provided that nothing in this Section 7.14 shall alter any Person’s rights or obligations set forth in the Tax Matters Agreement (including the provisions of Section 6.02(i) thereof).

(b) Subject to the applicable terms of the Separation Agreement, from time to time after the Closing, without additional consideration, each Party shall, and shall cause its Affiliates to, execute and deliver such further instruments and take such other action as may be necessary or is reasonably requested by another Party to make effective the Contemplated Transactions.

Financial Statements

(a) GPC shall use its reasonable best efforts to, as promptly as practicable, and no later than 50 calendar days after the end of any fiscal quarter and 60 calendar days after the end of the 2018 fiscal year, prepare and furnish to RMT Parent copies of financial statements of the SPR Entities as of and for the periods ending on any fiscal quarterly and annual periods ending after the date of this Agreement and prior to the Closing Date, in each case together with the notes thereto, and prepared from the books and records of the SPR Entities and in accordance with GAAP with no exception or qualification thereto (it being understood, however, that the SPR Entities have not been operating historically as separate “standalone” entities or a separate reporting segment and, therefore, the financial statements of the SPR Entities will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements) applied on a consistent basis through the periods involved (except as may

otherwise be required under GAAP) and the rules and regulations of the SEC, including the requirements of Regulation S-X, and, in the case of the combined financial statements of the SPR Entities for any fiscal year, GPC shall use its reasonable best efforts to cause such financial stateme nts to be audited and accompanied by a report of the independent accountants for the SPR Entities and, in the case of any quarterly period, GPC shall use reasonable best efforts to cause such financial statements to be reviewed by the independent accountan ts for the SPR Entities. When delivered, such financial statements shall present fairly in all material respects the combined financial position and combined results of operations of the SPR Entities as of the dates and for the periods shown therein. GPC a cknowledges that RMT Parent’s obligations under Section 7.01 depend, in part, on GPC’s compliance with this Section 7.15 , and therefore RMT Parent shall be afforded a reasonable period to comply with such obligations based upon the timing of GPC providing the financial statements contemplated in this Section 7.15 .

(b) In connection with the filing of the RMT Parent Registration Statement and other SEC filings, GPC shall use its reasonable efforts during the pre-Closing period and after the Closing to (i) cooperate with RMT Parent to prepare pro forma financial statements that comply with the rules and regulations of the SEC to the extent required for SEC filings, including the requirements of Regulation S-X and (ii) provide and make reasonably available upon reasonable notice the senior management employees of GPC to discuss the materials prepared and delivered pursuant to this Section 7.15 . RMT Parent shall, promptly upon request by the GPC, reimburse GPC for all documented and reasonable out-of-pocket costs incurred by GPC or its Subsidiaries for actions taken at the request of RMT Parent pursuant to this Section 7.15(b ) following the Closing. GPC will use reasonable best efforts to procure, at its expense, the delivery of the consents of its independent accountants required to be filed with the Form S-4 Registration Statement or any future registration statement until such independent accountant consents are no longer required.

SpinCo Authorized Shares

Prior to the Distribution, GPC and SpinCo shall take all such actions necessary to amend and restate SpinCo’s organizational documents, in form reasonably acceptable to RMT Parent, such that the authorized number of SpinCo Shares shall exceed the number of SpinCo Shares contemplated by Section 2.04(c ) of this Agreement and Section 3.02(b) of the Separation Agreement.

Non-Competition

In furtherance of the Merger and the transactions contemplated hereby, GPC covenants and agrees that, from and after the Closing Date until the date that is three years after the Closing Date, it shall not, and shall cause its Subsidiaries not to, without the prior written consent of RMT Parent, directly or indirectly, engage in any business that directly competes with the SpinCo Business as it exists on the date hereof (a “ Competitive Business ”) in the United States or Canada in a manner that is material to the SpinCo Business. Notwithstanding the foregoing, nothing herein shall prohibit (i) GPC or any GPC Entity from (A) engaging in the businesses conducted by the GPC Entities (excluding the SpinCo Business) as of the date hereof, (B) owning no more than 5% in the aggregate of any class of capital stock or other equity interest of any Person engaged in a Competitive Business, (C) acquiring and operating any Person that

operates a diversified business that did not derive more than 1 5% of its total revenue from Competitive Businesses in its most recently completed fiscal year or (D) performing their obligations under the Transaction Documents, (ii) GPC from engaging with any Person that is not its Affiliate in any merger of GPC, any t ender offer for GPC’s publicly traded securities or any other similar business combination involving GPC and a Person that is not its Affiliate or (iii) transactions between or among two or more wholly-owned Subsidiaries of GPC.

Employee Matters

(a) Except where an applicable collective bargaining agreement or similar labor agreement or arrangement requires otherwise, for the period beginning on the Closing Date and ending on the one (1) year anniversary of the Closing Date (the “ Continuation Period ”), RMT Parent shall provide, or cause to be provided, to each SpinCo Business Employee who continues to be employed immediately following the Merger Effective Time by RMT Parent, the Surviving Corporation or any Subsidiary thereof (including a SpinCo Company) (each, a “ Continuing Employee ”) and for as long as such employee continues to be employed during the Continuation Period by RMT Parent, the Surviving Corporation or any Subsidiary thereof, with (i) the same base salary or wage rate and short- and long-term incentive opportunities that were provided to the Continuing Employee by GPC or its Subsidiaries (including the SpinCo Companies) immediately prior to the Closing Date and (ii) participation in employee benefit plans and programs that are substantially comparable in the aggregate to those benefits provided under the employee benefit plans and programs of RMT Parent and its Subsidiaries t o similarly situated employees of RMT Parent and its Subsidiaries ; provided that nothing in this Section 7.18 or otherwise in this Agreement shall confer upon any Continuing Employee the right to continue in employment following the Merger Effective Time, or is intended to interfere with RMT Parent’s, the Surviving Corporation’s or any of their respective Subsidiaries’ rights (subject to Applicable Law) to terminate the employment of any Continuing Employee for any reason or no reason following the Merger Effective Time. Without limiting the generality of the foregoing, for the six (6) month period beginning on the Closing Date, RMT Parent shall maintain, or cause to be maintained, in effect the severance and layoff plans applicable to Continuing Employees immed iately before the Closing Date and set forth on Section 7.18(a) of the GPC Disclosure Letter.

(b) In furtherance and not in limitation of the provisions of this Section 7.18 , RMT Parent and its Subsidiaries shall, as of the Merger Effective Time, recognize the Liabilities and obligations for earned or accrued but unused vacation time in respect of each Continuing Employee (“ Accrued Vacation ”). RMT Parent and its Subsidiaries shall allow Continuing Employees to utilize such Accrued Vacation subject to any maximums for vacation carryovers as in effect as of the Merger Effective Time under the SpinCo Companies’ applicable vacation policies. During the Continuation Period, Continuing Employees shall receive vacation benefits under the terms of the vacation benefit policies of the SpinCo Companies applicable to similarly situated employees of the SpinCo Companies, in each case after giving credit for each Continuing Employee’s service with GPC and its Subsidiaries (including the SpinCo Companies) to the same extent such service would have been recognized by GPC and its Subsidiaries (including the SpinCo Companies).

(c) The group health plan, disability plan and other plans established or made available by RMT Parent and its Subsidiaries for the benefit of Continuing Employees and their dependents and other beneficiaries in accordance with this Section 7.18 shall not contain any exclusion or limitation with respect to any preexisting condition for a Continuing Employee or his or her dependents or other beneficiaries except to the extent such condition was taken into account under comparable plans of GPC and its Subsidiaries (including the SpinCo Companies) and shall credit all such individuals with any deductibles and out-of-pocket maximums incurred or paid by or on behalf of such individuals for the calendar year which includes the Closing Date. Each Continuing Employee shall receive full credit under each plan, program, policy or other arrangement for his or her service as an employee of GPC or its Subsidiaries (inc luding the SpinCo Companies) on the same basis that he or she would have received such credit if such service had been completed as an employee of RMT Parent or its Subsidiaries for purposes of satisfying any service requirement to receive compensation or to participate in any such plan, program, policy or other arrangement and any service requirement to receive the benefit provided under each such plan, program, policy or other arrangement.

(d) With respect to each bonus or other cash incentive or sales incentive plan in which a Continuing Employee participates, for the year in which the Closing occurs, immediately prior to the Merger Effective Time, as set forth on Section 7.18(d ) of the GPC Disclosure Letter (the “ Bonus Plans ”) , RMT Parent agrees to maintain, or to cause its Subsidiaries to maintain, the Bonus Plans as in effect immediately prior to the Merger Effective Time until the end of the calendar year in which the Closing Date occurs, and RMT Parent or its Subsidiaries shall pay to each such Continuing Employee a bonus under the applicable Bonus Plan for the calendar year in which the Closing Date occurs in the amount determined by GPC in accordance with the terms of such Bonus Plan and GPC’s past practice promptly following receipt by RMT Parent of written notice from GPC advising RMT Parent of the amount of each such bonus. GPC shall promptly pay to RMT Parent (or such Subsidiary of RMT Parent as RMT Parent shall request) within fifteen (15) Business Days following a request by RMT Parent, a cash amount equal to the amount of such bonus that becomes payable to such Continuing Employee pursuant to the preceding sentence, multiplied by the number of days in the performance period that occurred prior to the Closing Date over the total number of days in the performance period, as well as an additional amount relating to the employer portion of employment taxes required to be paid with respect to such pro rata portion of such bonus (collectively, the “ GPC Bonus Payments ”); provided , that the GPC Bonus Payments shall not include any annual bonuses paid pursuant to the Retention Agreements (as defined in the Separation Agreement).

(e) As soon as practicable following the Merger Effective Time, RMT Parent (i) shall cover (or cause to be covered) each Continuing Employee who is based primarily in the United States and who participated in the GPC 401(k) Savings Plan (the “ GPC 401(k) Plan ”) under one or more defined contribution plans and trusts intended to qualify under Section 401(a) of the Code (collectively, the “ RMT Parent DC Plan ”) and (ii) shall cause the RMT Parent DC Plan to accept, in accordance with Applicable Law, a “direct rollover” (within the meaning of Section 401(a)(31) of the Code) of each Continuing Employee’s account balances (including earnings thereon through the date of transfer and including promissory notes evidencing any outstanding loans) under the GPC 401(k) Plan if such rollover to the RMT Parent DC Plan is

elected in accordance with Applicable Law and each applicable plan by such Continuing Employee .

(f) The GPC Supplemental Retirement Plan and the GPC Tax Deferred Savings Plan will be terminated with respect to Continuing Employees as of the Closing Date, and all benefits accrued by Continuing Employees under those plans will be paid out by GPC in accordance with the applicable plan terms .

(g) No provision of this Section 7.18 shall create any third party beneficiary or other rights in any employee or former employee (including any beneficiary or dependent thereof) of the SpinCo Companies in respect of continued employment (or resumption of employment) with RMT Parent, the SpinCo Companies or any of their respective Affiliates, and no provision of this Agreement shall create any such rights in any such individuals in respect of any benefits that may be provided, directly or indirectly, under any employee benefit plan or arrangement which has been or may be established by GPC, the SpinCo Companies, RMT Parent or any of their respective Affiliates. Subject to Applicable Law, unless otherwise provided in this Agreement, no provision of this Agreement shall constitute a limitation on rights to amend, modify or terminate, either before or after the Merger Effective Time, or shall constitute or be treated as an amendment, modification or termination of, any employee benefit plan or arrangement which has been or may be established by GPC, the SpinCo Companies, RMT Parent or any of their Affiliates.

(h) GPC has used reasonable best efforts to provide to RMT Parent an accurate schedule setting forth the SpinCo Business Employees as of the date of this Agreement, which schedule GPC shall use reasonable best efforts to update as of ten Business Days prior to the Closing.

Article VIII

CONDITIONS TO THE MERGER

Conditions to the Obligations of Each Party

The respective obligations of the Parties to consummate the Merger are subject to the satisfaction or written waiver (where permissible under Applicable Law) at or prior to the Merger Effective Time of each of the following conditions:

(a) Internal Reorganization and Distribution . The Internal Reorganization shall have been consummated in all material respects in accordance with the Separation Agreement and the Distribution shall have been consummated on the Closing Date.

(b) Registration Statements . Each Registration Statement, to the extent required, shall have been declared effective by the SEC under the Securities Act and the Exchange Act, as applicable, and no stop order suspending the effectiveness of any Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall be pending before the SEC.

(c) Listing . The shares of RMT Parent Common Stock to be issued in the Merger shall have been approved for listing on the Nasdaq Glob al Select Market, subject to official notice of issuance.

(d) Stockholder Approval . The RMT Parent Stockholder Approval shall have been obtained.

(e) Governmental Approvals . Any waiting period (and any extension thereof) under the HSR Act shall have expired or shall have been terminated and any consents, authorizations, orders, approvals, declarations and filings required under the Antitrust Laws of the jurisdictions set forth on Schedule 8.01(e) shall have been made or obtained.

(f) No Order . There shall not be in effect any Applicable Law or any Governmental Order issued by a Governmental Authority of competent jurisdiction that enjoins or makes illegal the consummation of the Merger, the Internal Reorganization or the Distribution.

Conditions to the Obligations of RMT Parent and Merger Sub

The obligations of RMT Parent and Merger Sub to consummate the Merger are subject to the satisfaction or written waiver (where permissible under Applicable Law) at or prior to the Merger Effective Time of each of the following additional conditions:

(a) Representations, Warranties and Covenants . (i) The representations and warranties of GPC contained in this Agreement (A) set forth in Section 4.03(a ), Section 4.03(b ), Section 4.03(c ) and Section 4.03(d ) (first sentence only) shall be true and correct as though such representations and warranties had been made on and as of the Closing Date except for de minimis deviations, (B) set forth in Section 4.01 , Section 4.02 , Section 4.03(d ) (other than the first sentence), Section 4.04(a ), Section 4.04(b ), Section 4.05 and Section 4.21 shall be true and correct in all material respects as though such representations and warranties had been made on and as of the Closing Date and (C) otherwise set forth in Article IV (1) that are qualified by a SpinCo Material Adverse Effect qualification shall be true and correct in all respects as so qualified as though such representations and warranties had been made on and as of the Closing Date and (2) that are not qualified by a SpinCo Material Adverse Effect qualification shall be true and correct as though such representations and warranties had been made on and as of the Closing Date, except for such failures to be true and correct as have not had, and would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect (except to the extent such representations and warranties are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (A), (B) or (C), as applicable, as of such date), (ii) the covenants and agreements contained in this Agreement and each of the other Transaction Documents executed contemporaneously with the execution of this Agreement (including the Separation Agreement) (the “ Signing Transaction Documents ”) to be complied with by GPC and SpinCo on or prior to the Closing shall have been complied with in all material respects and (iii) RMT Parent shall have received a certificate of GPC signed by a duly authorized representative thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above.

(b) Transaction Documents . GPC and those of its Subsidiaries that are parties to the Transaction Documents (other than the Signing Transaction Documents) shall have executed and delivered such Transaction Documents.

Conditions to the Obligations of GPC and SpinCo

The obligations of GPC and SpinCo to consummate the Merger are subject to the satisfaction or written waiver (where permissible under Applicable Law) at or prior to the Merger Effective Time of each of the following additional conditions:

(a) Representations, Warranties and Covenants . (i) The representations and warranties of RMT Parent and Merger Sub contained in this Agreement (A) set forth in Section 5.03 shall be true and correct as though such representations and warranties had been made on and as of the Closing Date except for de minimis deviations, (B) set forth in Section 5.01 , Section 5.02 , Section 5.04(a ), Section 5.04(b ), Section 5.05 and Section 5.23 shall be true and correct in all material respects as though such representations and warranties had been made on and as of the Closing Date and (C) otherwise set forth in Article V (1) that are qualified by a RMT Parent Material Adverse Effect qualification shall be true and correct in all respects as so qualified as though such representations and warranties had been made on and as of the Closing Date and (2) that are not qualified by a RMT Parent Material Adverse Effect qualification shall be true and correct as though such representations and warranties had been made on and as of the Closing Date, except for such failures to be true and correct as have not had, and would not reasonably be expected to have, individually or in the aggregate, an RMT Parent Material Adverse Effect (except to the extent such representations and warranties are, by their terms, made as of a specific date, in which case such representations and warranties shall be true and correct in the manner set forth in the foregoing clauses (A), (B) or (C), as applicable, as of such date), (ii) the covenants and agreements contained in this Agreement and each of the Signing Transaction Documents executed contemporaneously with the execution of this Agreement (including the Separation Agreement) to be complied with by RMT Parent and Merger Sub on or prior to the Closing shall have been complied with in all material respects and (iii) GPC shall have received a certificate of RMT Parent signed by a duly authorized representative thereof dated as of the Closing Date certifying the matters set forth in clauses (i) and (ii) above.

(b) Transaction Documents . RMT Parent and those of its Subsidiaries that are parties to the Transaction Documents (other than the Signing Transaction Documents) shall have executed and delivered such Transaction Documents.

Article IX

TERMINATION

Termination

This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Merger Effective Time, as follows:

(a) by either RMT Parent or GPC, if the Closing shall not have occurred by 11:59 p.m. New York City time on April 12, 2019 (the “ Initial Termination Date ”); provided ,

however , that if the conditions set forth in Section 8.01(e ) or Section 8.01(f ) shall not have been satisfied by the Initial Termination Date, but all other conditions to Closing (other than those conditions that by their terms are to be satisfied at the Closing) have be en satisfied or waived, then RMT Parent or GPC may, if such Party has a reasonable good faith belief based on the advice of its antitrust counsel that the conditions set forth in Section 8.01(e ) or Section 8.01(f ) are reasonably capable of being satisfied by July 12, 2019, extend the Initial Term ination Date to 11:59 p.m. New York City time on July 12, 2019 ( together with the Initial Termination Date, as applicable, the “ Termination Date ”) by giving written notice of such extension to the other Party within three Business Days of the Initial Termination Date; provided , further , however , that the right to terminate this Agreement under this Section 9.01(a ) shall not be available to any Party whose action or failure to fulfill any obligation under the Transaction Documents shall have been the primary cause of the failure of the Closing to occur on or prior to such date;

(b) by either RMT Parent or GPC, in the event that any Governmental Authority of competent jurisdiction shall have issued a Governmental Order that permanently enjoins the consummation of the Merger and such Governmental Order shall have become final and non-appealable; provided , however , that the right to terminate this Agreement under this Section 9.01(b ) shall not be available to any Party whose action or failure to fulfill any obligation under this Agreement has been the primary cause of the issuance of such Governmental Order or other action;

(c) by either RMT Parent or GPC, if at the RMT Parent Stockholders’ Meeting (including any adjournment, continuation or postponement thereof), the RMT Parent Stockholder Approval shall not have been obtained; provided , that the right to terminate this Agreement under this Section 9.01(c) shall not be available to RMT Parent if RMT Parent shall have materially breached its obligations under Section 7.02 and Section 7.03(a );

(d) by GPC, if a breach of any representation, warranty, covenant or agreement on the part of RMT Parent set forth in this Agreement (including an obligation to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the conditions set forth in Section 8.01 or Section 8.03(a ) not to be satisfied, and such breach is not cured, or is incapable of being cured, upon the earlier of (i) thirty days following GPC’s written notice to RMT Parent of such breach and GPC’s intent to terminate this Agreement or (ii) with respect to a breach of an obligation to consummate the Closing, five Business Days following GPC’s written notice to RMT Parent of such breach and GPC’s intent to terminate this Agreement or (iii) the Termination Date; provided , that the right to terminate this Agreement under this Section 9.01(d ) shall not be available to GPC if GPC or SpinCo is then in breach of its covenants or agreements in this Agreement or the Separation Agreement so as to cause any of the conditions set forth in Section 8.01 or Section 8.02 not to be satisfied;

(e) by GPC, prior to receipt of the RMT Parent Stockholder Approval, if (i) a Change in the RMT Parent Recommendation has occurred, (ii) RMT Parent shall have failed to include the RMT Parent Recommendation in the Proxy Statement or (iii) RMT Parent shall have materially breached its obligations in Section 7.02 or Section 7.03(a ) ;

(f) by RMT Parent, if a breach of any representation, warranty, covenant or agreement on the part of GPC or SpinCo set forth in this Agreement or the Separation

Agreement (including an obligatio n to consummate the Closing) shall have occurred that would, if occurring or continuing on the Closing Date, cause the conditions set forth in Section 8.01 or Section 8.02(a ) not to be satisfied, and such breach is not cured, or is incapable of being cured, upon the earlier of (i) thirty days foll owing RMT Parent’s written notice to GPC and SpinCo of such breach and RMT Parent’s intent to terminate this Agreement, (ii) with respect to a breach of an obligation to consummate the Closing, five Business Days following RMT Parent’s written notice to GP C and SpinCo of such breach and RMT Parent’s intent to terminate this Agreement or (iii) the Termination Date; provided , further , that the right to terminate this Agreement under this Section 9.01(f ) shall not be available to RMT Parent if RMT Parent is then in breach of its covenants or agreements in this Agreement so as to cause any of the conditions set forth in Section 8.01 or Section 8.03 not to be satisfied;

(g) by RMT Parent, prior to receipt of the RMT Parent Stockholder Approval, in order for RMT Parent to enter into a definitive agreement with respect to a Superior Proposal to the extent permitted by, and subject to the applicable terms and conditions of, Section 7.03(d)(ii) ; provided that prior to or substantially concurrently with such termination, RMT Parent pays or causes to be paid to GPC the Termination Fee; or

(h) by the written consent of all of the Parties.

Effect of Termination

In the event of the valid termination of this Agreement pursuant to Section 9.01 , written notice thereof shall be given to the other Parties, specifying in good faith the provision or provisions hereof pursuant to which such termination shall have been made, and this Agreement shall forthwith become void, and there shall be no Liability under this Agreement on the part of any Party or their respective Representatives; provided , that nothing in this Section 9.02 or Section 9.03 shall relieve any Party from Liability for Fraud committed prior to such termination or for any Willful Breach prior to such termination of any of its covenants or agreements set forth in the Transaction Documents; and provided , further , that notwithstanding the foregoing, the provisions of Section 7.13 , this Section 9.02 , Section 9.03 and Article X shall survive any termination of this Agreement and remain in full force and effect.

Fees and Expenses

(a) The Parties agree that

(i) if GPC terminates this Agreement pursuant to Section 9.01(e ), then, no later than three Business Days after the date of GPC’s notice of such termination, RMT Parent shall pay or cause to be paid to GPC the Termination Fee in cash in immediately available funds;

(ii) if RMT Parent terminates this Agreement pursuant to Section 9.01(g) , then, prior to or substantially concurrently with RMT Parent’s notice of such termination, RMT Parent shall pay or cause to be paid to GPC the Termination Fee in cash in immediately available funds;

(iii) if (A) (1) RMT Parent or GPC terminates this Agreement pursuant to Section 9.01(a) or Section 9.01(c ) or (2) GPC terminates this Agreement pursuant to Section 9.01(d ) on the basis of a breach of a covenant or agreement, (B) prior to the termination of this Agreement, a Competing RMT Parent Transaction shall have been publicly announced or shall have been publicly known and , in either case, not publicly withdrawn and (C) on or prior to the date that is twelve months after the date of such termination, RMT Parent enters into a Competing RMT Parent Transaction Agree ment or consummates a Competing RMT Parent Transaction (whether or not the applicable Competing RMT Parent Transaction is the same as the original Competing RMT Parent Transaction publicly announced or publicly known), then, on the earlier of the date RMT Parent enters into a Competing RMT Parent Transaction Agreement or consummates any Competing RMT Parent Transaction, RMT Parent shall pay or cause to be paid to GPC the Termination Fee in cash in immediately available funds; provided that, solely for purpo ses of this Section 9.03(a)(iii ) , the references to “20%” in the definition of Competing RMT Parent Transaction shall be deemed to refer to “50%.”

(b) The Parties agree that if RMT Parent or GPC terminates this Agreement pursuant to Section 9.01(c ) , RMT Parent shall pay to GPC in cash in immediately available funds an amount equal to the lesser of all of GPC’s Expenses or $3,000,000 no later than two Business Days after GPC submits a statement and reasonable documentation therefore (collectively, the “ Expense Reimbursement ”) ; provided that any payment of the Expense Reimbursement by RMT Parent shall reduce, on a dollar-for-dollar basis, any Termination Fee that becomes due and payable under Section 9.03(a) .

(c) Notwithstanding anything to the contrary set forth in this Agreement, the Parties agree that in no event shall RMT Parent be required to pay the Termination Fee or the Expense Reimbursement on more than one occasion .

(d) Except as expressly set forth in this Agreement, including this Section 9.03 and the Separation Agreement, all Expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such Expenses, whether or not the Merger or any other Contemplated Transaction is consummated. Notwithstanding the foregoing, with respect to Expenses relating to (i) printing, filing and mailing the Registration Statements and the Proxy Statement and all SEC and other regulatory filing fees incurred in connection with the Registration Statement, the Proxy Statement or any notice or filing with any Governmental Authority contemplated by Section 7.06 , (ii) obtaining the prepaid directors’ and officers’ liability insurance policy or policies contemplated by Section 7.05(c) and (iii) the Commitment Letters and the Financing Agreements (including all fee letters in connection with each of the foregoing), in each case other than Expenses of each Party’s legal counsel (all such Expenses, collectively, the “ Shared Expenses ”), if (x) the Contemplated Transactions are consummated, then the Shared Expenses shall be treated as an adjustment to the SpinCo Special Cash Payment as set forth in the Separation Agreement or (y) the Contemplated Transactions are not consummated and this Agreement is terminated, then, promptly after such termination, GPC shall reimburse RMT Parent, or RMT Parent shall reimburse GPC, in either case as necessary to ensure that GPC and RMT Parent each bear one-half of the Shared Expenses.

(e) GPC agrees that, notwithstanding anything in this Agreement to the contrary (including Section 9. 02 ), in the event that the Termination Fee is paid in accordance with this Section 9.03 , the payment of the Termination Fee shall be the sole and exclusive remedy of GPC, its Subsidiaries, stockholders, Affiliates, officers, directors, employees and Representatives against the RMT Parent or any of its Representatives or Affiliates or any Len der or Lender Related Party for, and in no event will GPC or any other such Person seek to recover any other money damages or seek any other remedy based on a claim in law or equity with respect to: (i) any loss suffered, directly or indirectly, as a resul t of the failure of the Merger to be consummated, (ii) the termination of this Agreement, (iii) any Liabilities or obligations arising under this Agreement or the transactions contemplated hereby or (iv) any claims or actions arising out of or relating to any breach, termination or failure of or under this Agreement, and upon payment of the Termination Fee in accordance with this Section 9.03 , neither RMT Parent, nor any Representative or Affiliate of RMT Parent nor any Lender or Lender Related Party shall have any further Liability or obligation relating to or arising out of this Agreement or the transactions contemplated hereby.

(f) The Parties acknowledge that the agreements contained in this Section 9.03 are an integral part of the transactions contemplated by this Agreement. In the event that RMT Parent shall fail to pay the Termination Fee or the Expense Reimbursement, the amount of such payment shall be increased to include the costs and expenses incurred or accrued by or on behalf of GPC (including fees and expenses of counsel) in connection with the collection under and enforcement of this Section 9.03 , together with interest on such unpaid Termination Fee or Expense Reimbursement commencing on the date that the Termination Fee became due, at a rate of interest equal to the Interest Rate.

Article X

GENERAL PROVISIONS

Non-Survival of Representations, Warranties, Covenants and Agreements

The representations, warranties, covenants and agreements in this Agreement and in any instrument delivered pursuant hereto shall terminate at the Merger Effective Time or upon the termination of this Agreement pursuant to Section 9.01 , as the case may be, except as set forth in Section 9.02 and except for those covenants and agreements contained in this Agreement that by their terms are to be performed in whole or in part after the Merger Effective Time (or termination of this Agreement, as applicable), which shall survive until they are fully effectuated or performed. Nothing in this Section 10.01 shall relieve any Party from Liability for Fraud committed prior to the Merger Effective Time or Willful Breach prior to the Merger Effective Time of any of such covenants or agreements.

Notices

All notices, requests and other communications to any Party hereunder shall be in writing (including email or similar writing) and shall be given,

if to GPC and, on or prior to the Closing, to SpinCo:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Treg S. Brown

Scott Smith
Christopher T. Galla
E-mail:Treg_Brown@genpt.com
Scott_Smith@genpt.com
Chris_Galla@genpt.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: John H. Butler
Email: john.butler@davispolk.com

if to RMT Parent, Merger Sub, and, following the Closing, SpinCo:

Essendant Inc.
One Parkway North Boulevard
Suite 100
Deerfield, Illinois 60015
Attention: Elizabeth Meloy, Senior Vice President
Brendan McKeough, General Counsel
E-mail: emeloy@essendant.com
bmckeough@essendant.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Attention: Charles W. Mulaney, Jr.
Email: charles.mulaney@skadden.com

or to such other address or email and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Parties. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when email is transmitted (so long as receipt is requested and received) (or if that day is not a Business Day, on the first following day that is a Business Day) and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 10.02 (or such other address as a Party hereafter may specify by notice to the other Parties).

Amendments; Waivers

(a) Subject to the provisions of Article IX , any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by all of the Parties, or in the case of a waiver, by the Party or Parties against whom the waiver is to be effective; provided that any amendment or waiver of Section 9.03(e ), this Section 10.03(a ), Section 10.03(b) , Section 10.04 , Section 10.10 , Section 10.11 , Section 10.16 , Section 10.17 or Section 10.18 or to any other provision of this Agreement to the extent an amendment or waiver of such provision would modify the substance of any of the foregoing enumerated provisions, in each case that adversely affects any RMT Lender, SpinCo Lender or any of their respective Lender Related Parties shall not be effective with respect to such affected Lender or Lender Related Party unless such Lender or Lender Related Party consented to such amendment or waiver in writing.

(b) No failure or delay by any Party in exercising any right, power or privilege under this Agreement 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, power or privilege. Except as otherwise provided herein, no action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representations, warranties, covenants or agreements contained in this Agreement. Any term, covenant or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but only by a written notice signed by such Party expressly waiving such term, covenant or condition; provided that any waiver of Section 9.03(e ), Section 10.03(a ), this Section 10.03(b ), Section 10.04 , Section 10.10 , Section 10.11 , Section 10.16 , Section 10.17 or Section 10.18 or to any other provision of this Agreement to the extent a waiver of such provision would modify the substance of any of the foregoing enumerated provisions, in each case that adversely affects any RMT Lender, SpinCo Lender or any of their respective Lender Related Parties shall not be effective with respect to such affected Lender or Lender Related Party unless such Lender or Lender Related Party has consented to such waiver in writing. The waiver by any Party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Successors and Assigns

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer, directly or indirectly, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of GPC and RMT Parent; provided that RMT Parent or GPC may collaterally assign its rights (but not its obligations) under this Agreement to any of the Lenders or any Lender Related Party. Notwithstanding the foregoing, no assignment, delegation or other transfer of rights under this Agreement shall relieve the assignor of any Liability or obligation hereunder. Any attempted assignment, delegation or transfer in violation of this Section 10.04 shall be void.

Construction

As used in this Agree ment, any reference to the masculine, feminine or neuter gender shall include all genders, the plural shall include the singular, and the singular shall include the plural. References in this Agreement to a Party or other Person include their respective su ccessors and assigns. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation” unless such phrase otherwise appears. Unless the context otherwise requires, references in t his Agreement to Articles, Sections, Exhibits, Schedules, Disclosure Letters and Attachments shall be deemed references to Articles and Sections of, and Exhibits, Schedules, Disclosure Letters and Attachments to, this Agreement. Unless the context otherwis e requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof. Except when used together with the word “ either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or.” With regard to each and every term and condition of this Agreement, the Parties understand and agree that, if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requ ested any term or condition of this Agreement. All references in this Agreement to “dollars” or “$” shall mean United States dollars. Any period of time hereunder ending on a day that is not a Business Day shall be extended to the next Business Day. Where used with respect to information, the phrases “delivered” or “made available” shall mean that the information referred to is publicly available on the SEC’s website through its Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system or has been p hysically or electronically delivered to the relevant Parties or their respective Representatives, including, in the case of “made available” to RMT Parent, material that has been posted in a “data room” (virtual or otherwise) established by or on behalf o f GPC or SpinCo; including further, in the case of “made available” to GPC or SpinCo, material that has been posted in a “data room” (virtual or otherwise) established by or on behalf of RMT Parent or Merger Sub. References to any statute shall be deemed t o refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

Disclosure Letters

Notwithstanding anything to the contrary contained in the Disclosure Letters, in this Agreement or in the other Transaction Documents, the information and disclosures contained in any Section of a Disclosure Letter shall be deemed to be disclosed and incorporated by reference in each other Section of such Disclosure Letter as though fully set forth in such other Section to the extent the relevance of such information to such other Section is reasonably apparent on its face notwithstanding the omission of a reference or a cross-reference with respect thereto and notwithstanding any reference to a Section of such Disclosure Letter in this Agreement. Certain items and matters are listed in the Disclosure Letters for informational purposes only and may not be required to be listed therein by the terms of this Agreement. In no event shall the listing of items or matters in a Disclosure Letter be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties or covenants and agreements contained in this Agreement. No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of a Disclosure Letter shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in such Disclosure Letter. Without limiting the foregoing, no

reference to, or disclosure of, a possible breach or violation of any Contract , Applicable Law or Governmen tal Order shall be construed as an admission or indication that a breach or violation exists or has actually occurred .

Public Announcements

None of the Parties shall make, or cause to be made, any press release or public announcement in respect of this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby or otherwise communicate with any news media regarding this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby without the prior written consent of the other Parties (such consent not to be unreasonably withheld, delayed or conditioned), unless such press release or public announcement is required by Applicable Law or applicable stock exchange regulation, in which case the Parties shall, to the extent practicable, consult with each other as to the timing and contents of any such press release, public announcement or communication; provided , however , that the prior written consent of the other Parties shall not be required hereunder with respect to any press release, public announcement or communication that is substantially similar to a press release, public announcement or communication previously issued with the prior written consent of the other Parties; provided , further , however , that the restrictions set forth in this Section 10.07 shall not apply to any release or announcement made or proposed to be made in connection with and related to a Change in the RMT Parent Recommendation or a Competing RMT Parent Transaction.

Entire Agreement

This Agreement (including the Disclosure Letters), the other Transaction Documents and any other agreements contemplated hereby or thereby, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof.

Counterparts; Effectiveness

This Agreement may be signed in any number of counterparts (including by PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

Governing Law

This Agreement shall be construed in accordance with and governed by federal law and by the laws of the State of Delaware (without regard to the choice of law provisions thereof); except that, notwithstanding the foregoing, all matters in connection with any of the Contemplated Transactions relating to interpretation, construction, validity and enforcement (whether at law, in equity, in contract, in tort, by statute or otherwise) against any of the Lenders or Lender Related Parties in any way relating to any Financing, shall be exclusively governed by, and construed in accordance with, the domestic law of the State of New York without giving effect to any choice or conflict of law provision or rule whether of the State of New York or any

other jurisdiction that would cause the application of law of any jurisdiction other than the State of New York.

Dispute Resolution, Consent to Jurisdiction

(a) Any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the Contemplated Transactions shall be brought 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), and each of the Parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Process in any such Proceeding may be served on any Party anywhere in the world, whether within or without the State of Delaware. Without limiting the foregoing, RMT Parent, GPC and SpinCo agree that service of process upon such Party at the address referred to in Section 10.02 (or such other address as may be specified in accordance with Section 10.02 shall be deemed effective service of process upon such Party). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, INCLUDING ANY LITIGATION AGAINST ANY LENDER OR LENDER RELATED PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE COMMITMENT LETTERS OR THE FINANCING AGREEMENTS OR THE PERFORMANCE THEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS Section 10.11 .

(b) Notwithstanding anything in Section 10.11(a ) to the contrary, and without limiting anything set forth in Section 10.18 , each of the parties hereto agrees that it will not bring or support any suit, action or other Proceeding (whether at law, in equity, in contract, in tort or otherwise) against any Lender or 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 any Financing or, if applicable, any Alternative Financing, or the performance thereof, in any forum other than any New York State court or federal court sitting in the County of New York and the Borough of Manhattan (and appellate courts thereof). The parties hereto further agree that all of the provisions of the preceding clause (a) relating to waiver of jury trial shall apply to any suit, action or other Proceeding referenced in this clause (b).

Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The application of such invalid or unenforceable provision to Persons or circumstances other than thos e as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, or determ ined to be impermissible by any Governmental Authority, each of the Parties agrees to use reasonable commercial efforts to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited, unenforceable, or impermissible provision.

Captions

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Specific Performance

Each Party acknowledges that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach would cause the other Parties irreparable harm. Accordingly, each Party also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, the other Parties shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other Parties at law or in equity. Without limiting the generality of the foregoing, the Parties agree that each Party shall be entitled to enforce specifically the other Parties’ obligations to consummate the transactions contemplated by this Agreement (including the obligation to consummate the Closing and the RMT Parent Share Issuance and the obligations with respect to the Financing), if the conditions set forth in Article VIII have been satisfied (other than those conditions that by their nature are to be satisfied at the Closing) or waived (where permissible under Applicable Law). The Parties agree that they will not contest the appropriateness of specific performance as a remedy.

Payments

(a) Except as otherwise expressly provided in this Agreement or any other Transaction Document, all payments by a Party to another Party under this Agreement or any other Transaction Document shall be paid by wire transfer of immediately available funds to an account in the United States designated by the recipient when due. Any amount remaining unpaid beyond its due date, including disputed amounts that are ultimately determined to be payable, shall bear interest at the Interest Rate. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, in no event shall the amount or rate of interest due and payable exceed the maximum amount or rate of interest allowed by Applicable Law.

(b) Any payment made to GPC from SpinCo or to SpinCo from GPC will be treated as provided under Section 3.03(a) of the Tax Matters Agreement.

No Third-Party Beneficiaries

This Agreement shall be binding upon and inure solely to the benefit of, and be enforceable by, only the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to, or shall confer upon, any other Person any right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement, other than (a) Section 7.05 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons), (b) Section 10.17 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons) and (c) the Lenders and the Lender Related Parties shall be third-party beneficiaries of Section 9.03(e ), Section 10.03(a ), Section 10.03(b ), Section 10.04 , Section 10.10 , Section 10.11 , this Section 10.16 , Section 10.17 and Section 10.18 .

Non-Parties

Notwithstanding anything to the contrary in this Agreement, it is hereby agreed and acknowledged that this Agreement may only be enforced against, and any claims of action that may be based upon, arise out of, or relate to, this Agreement, or the negotiation, execution or performance of this Agreement, may only be made against the Parties, and no former, current or future Affiliates, officers, directors, managers, employees, equityholders, lenders, financing sources, managers, members, partners, agents or Representatives of any Party, in each case, who is not a party to this Agreement, shall have any Liability for any obligations of the Parties or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby (whether at law or in equity, in contract, tort or otherwise). For the avoidance of doubt, this Section 10.17 shall not affect (a) the rights of the Persons party to each Commitment Letter to enforce such Commitment Letter in accordance with its terms, (b) the rights and obligations of the Parties set forth in Section 7.07 or (c) the rights of the Lenders and the Lender Related Parties under Section 10.16 .

Non-Recourse

Notwithstanding anything in this Agreement to the contrary (but subject to the last sentence of this Section 10.18 ), each GPC Entity hereby waives any rights or claims against any Lender or Lender Related Party in connection with this Agreement or the other Transaction Documents (including any of the transactions contemplated hereby or thereby) and the Financings, whether at law or equity, in contract, in tort or otherwise. Subject to the last sentence of this Section 10.18 in no event shall any GPC Entity, and each GPC Entity agrees not to, (A) seek to enforce this Agreement or the other Transaction Documents against, make any claims for breach of this Agreement or the other Transaction Documents against, or seek to recover monetary damages (including, for the avoidance of doubt, any special, consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, any Lender or Lender Related Party or (B) seek to enforce the commitment against, make any claims for breach of commitments in respect of any Financing or, if applicable, any Alternative Financing against, or seek to recover monetary damages (including, for the avoidance of doubt, any special,

consequential, punitive, indirect, speculative or exemplary damages or damages of a tortious nature) from, or otherwise sue, any Lender or Lender Related Party for any reason, including in connection with commitments in respect of any Financing or, if applicable, any Alternative Financing or the obligations of the Lenders and the Len der Related Parties thereunder. Nothing in this Section 10.18 shall in any way limit or qualify (a) the obligations and Liabilities of the parties to each Commitment Letter to each other pursuant thereto, including the right of SpinCo to enforce the SpinCo Commitment Letter in accordance with its terms or (b) the rights, obligations and Liabilities of the parties hereto to each other or in connection h erewith.

[signature page follows]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed under seal by their respective authorized representatives on the day and year first above written.

GENUINE PARTS COMPANY

By: /s/ Treg Brown
Name:Treg Brown
Title:Senior Vice President

RHINO SPINCO, INC.

By: /s/ Treg Brown
Name:Treg Brown
Title:Assistant Vice President

ESSENDANT INC.

By: /s/ Richard D. Phillips
Name:Richard D. Phillips
Titl e: President and Chief Executive
Officer

ELEPHANT MERGER SUB CORP.

By: /s/ Richard D. Phillips
Name:Richard D. Phillips
Title:President and Chief Executive
Officer

[ Signature Page to Agreement and Plan Of Merger ]

EXHIBIT A

DEFINITIONS

(a) The following terms have the following meanings:

“ 338(h)(10) Elections ” has the meaning set forth in the Tax Matters Agreement.

“ Acceptable Confidentiality Agreement ” means an executed confidentiality agreement between RMT Parent and a Person with confidentiality terms as to RMT Parent’s information that are no less favorable to RMT Parent than those in the aggregate contained in the Confidentiality Agreement.

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by, or under common control with such specified Person. For purposes of determining whether a Person is an Affiliate, the term “control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of securities, Contract or otherwise.

“ Antitrust Laws ” means all United States federal and state, and any foreign, statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, including the HSR Act, the Sherman Antitrust Act of 1890, the Clayton Antitrust Act of 1914, and the Federal Trade Commission Act of 1914.

“ Applicable Law ” means, with respect to any Person, any federal, state, county, municipal, local, multinational or foreign statute, treaty, law, executive order, common law, ordinance, rule, regulation, administrative order, writ, injunction, judicial decision, decree, permit or other legally binding requirement of any Governmental Authority applicable to such Person or any of its respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant’s or agent’s activities on behalf of such Person).

“ Beneficial Owner ” has the meaning given to such term under Rule 13d-3 of the Exchange Act.

“ Business Day ” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Closing Date ” means the date on which the Closing occurs.

“ Code ” means the Internal Revenue Code of 1986.

“ Competing RMT Parent Transaction ” means any transaction or series of related transactions (other than the Merger) that constitutes (i) any merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or other similar

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transaction involving RMT Parent or any of its Subsidiaries, the assets of which constitute or represent more than 20% of the total revenue or fair market value of the assets of RMT Parent and its Subsidiaries, taken as a whole, (ii) any sale, lease, license, exchange, transfer or other disposition of, or joint venture involving, assets or businesses that constitute or represent more than 20% of the total revenue or fair market value of the assets of RMT Parent a nd its Subsidiaries, taken as a whole, (iii) any sale, exchange, transfer or other disposition to any Person of more than 20% of any class of equity securities, or securities convertible into or exchangeable for equity securities, of RMT Parent, (iv) any t ender offer or exchange offer that, if consummated, would result in any Person becoming the Beneficial Owner of more than 20% of any class of equity securities of RMT Parent, (v) any other transaction the consummation of which would reasonably be likely to materially impede, interfere with, prevent or delay the Merger or (vi) any combination of the foregoing.

“ Competing RMT Parent Transaction Agreement ” means a letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other Contract relating to any Competing RMT Parent Transaction (other than an Acceptable Confidentiality Agreement).

“ Competing SpinCo Transaction ” means any transaction or series of related transactions (other than the Merger, the Internal Reorganization, the Distribution or as otherwise contemplated by this Agreement and the Signing Transaction Documents and other than asset sales and transfers in the ordinary course of business not in violation of Section 6.01 ) that constitutes a merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, acquisition, sale, transfer or other disposition or similar transaction involving the SpinCo Business or the SpinCo Companies, or any other transaction the consummation of which would reasonably be likely to materially impede, interfere with, prevent or delay the Merger.

“ Competing SpinCo Transaction Agreement ” means a letter of intent, agreement in principle, term sheet, merger agreement, acquisition agreement, option agreement or other contract, commitment or agreement relating to any Competing SpinCo Transaction.

“ Contemplated Transactions ” means the transactions contemplated by the Transaction Documents.

“ Contracts ” means all legally binding contracts, agreements, arrangements, leases and subleases (including leases and subleases of real property), licenses, commitments, notes, bonds, mortgages, indentures, sales and purchase orders, other instruments and other undertakings of any kind, whether written or oral.

“ Cut-Off Time ” has the meaning set forth in the Separation Agreement.

“ Damages ” has the meaning set forth in the Separation Agreement.

“ DGCL ” means the General Corporation Law of the State of Delaware.

“ Disclosure Letters ” means the RMT Parent Disclosure Letter and the GPC Disclosure Letter.

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“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Distribution Effective Time ” has the meaning set forth in the Separation Agreement.

“ Environmental Laws ” means any and all past, present or future federal, state, county, municipal, local, multi-national and foreign statutes, treatises, laws, common laws, ordinances, rules, regulations, orders, writs, injunctions, judicial decisions, decrees or other legally binding requirement of any Governmental Authority that relate to protection of the environment or that impose Liability for, or standards of conduct concerning, the manufacture, processing, generation, distribution, use, treatment, storage, disposal, discharge, release, emission, cleanup, transport or handling of Hazardous Substances, including the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1984, the Toxic Substances Control Act, any other so-called “Superfund” or “Superlien” laws, but excluding the Occupational Safety and Health Act of 1970 and similar state laws.

“ Environmental Permit ” means any Permit, identification number or registration required pursuant to any applicable Environmental Law.

“ Equity Conversion Ratio ” means a number equal to the GPC Stock Value divided by the RMT Parent Stock Value.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Existing RMT Credit Agreement ” means that certain Fifth Amended and Restated Credit Agreement, dated as of February 22, 2017, among RMT Borrower, RMT Parent, the other loan parties party thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent, as amended, restated, supplemented or otherwise modified from time to time prior to the date of, or otherwise in a manner not prohibited by, this Agreement.

“ Existing RMT Financing Documents ” means the Existing RMT Credit Agreement and the Existing RMT Note Purchase Documents.

“ Existing RMT Note Purchase Documents ” means that certain Note Purchase Agreement, dated as of November 25, 2013, among RMT Borrower, RMT Parent and the purchasers party thereto, as amended, restated, supplemented or otherwise modified from time to time prior to the date of, or otherwise in a manner not prohibited by, this Agreement, together with all notes issued and sold thereunder.

“ Expenses ” means all out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial institutions, experts and consultants and commitment fees and any other financing fees and expenses, including in respect of mortgages, field examinations, appraisals, and flood diligence) actually incurred or accrued by a party or its affiliates or on its or their behalf or for which it or they are liable in connection with or related to the authorization, planning, structuring, preparation, drafting, negotiation, execution and performance of the Contemplated Transactions, the preparation, review and audit of any financial statements, the preparation of the SpinCo Business for sale and any due diligence, marketing or similar activities in connection therewith, the preparation, printing, filing and

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mailing of the Registration Statements (including any related prospectus or information statement) and the Proxy Statement, the solicitation of stockholder approvals, the filing of any required notices under the HSR Act or any other Antitrust Laws, the filing of the Certificate of Merger in respect of the Merger, and all other matters related to the Merger, the Internal Reorganization, the Distribution, the SpinCo Debt and any other financing or Contemplated Transaction.

“ FCPA ” means the Foreign Corrupt Practices Act of 1977.

“ Fraud ” means conduct constituting fraud under the laws of the State of Delaware, including the following elements: (i) representation made of material fact, (ii) that was untrue, (iii) which the party making the representation knew to be untrue at the time such representation was made, (iv) with the intent to deceive and for the purpose of inducing the recipient to act upon it, (v) on which the recipient justifiably relied and (vi) as a result of such justifiable reliance, the recipient suffered damages.

“ GAAP ” means United States Generally Accepted Accounting Principles as in effect on the date of this Agreement.

“ GPC Disclosure Letter ” means the confidential letter delivered by GPC to RMT Parent immediately prior to the execution of this Agreement.

“ GPC Entity ” means GPC or any of its Subsidiaries.

“ GPC Merger Tax Opinion ” has the meaning set forth in the Tax Matters Agreement.

“ GPC RSU ” means a restricted stock unit awarded under a GPC Stock Plan , which unit represents the right to receive a share of GPC Common Stock under the terms and conditions set forth in the underlying award agreement in respect thereof.

“ GPC SAR ” means a stock appreciation right awarded under a GPC Stock Plan, which option represents the right to acquire a cash amount upon payment of the exercise price under the terms and conditions set forth in the underlying award agreement in respect thereof.

“ GPC SEC Documents ” means all forms, reports, statements, schedules and other documents filed by GPC with, or furnished by GPC to, the SEC since January 1, 2015.

“ GPC Stock Plans ” means the GPC 2006 Long-Term Incentive Plan and the GPC 2015 Incentive Plan, in each case as amended (as applicable).

“ GPC Stock Value ” means, as of any date, the average, rounded to the nearest one ten thousandth, of the closing-sale prices of GPC Common Stock on the New York Stock Exchange as reported by The Wall Street Journal for the ten full trading days ending on (and including) the trading day preceding the Closing Date (or, if such ten-day period commences on or before the Record Date, the number, if less, of full trading days commencing on the day after the Record Date and ending on (and including) the trading day preceding the Closing Date).

“ GPC Tax Counsel ” means Davis Polk & Wardwell LLP.

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“ GPC Tax Opinions ” has the meaning set forth in the Tax Matters Agreement.

“ Governmental Authority ” means any multinational, foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, arbitral panel, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Substances ” means (i) substances defined as “hazardous substances” or “hazardous waste” pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 or the Resource Conservation and Recovery Act of 1976, (ii) substances defined as “hazardous substances” or “hazardous waste” in the regulations adopted pursuant to any of said laws, (iii) substances defined as “toxic substances” in the Toxic Substances Control Act and (iv) petroleum, petroleum derivatives, petroleum products, asbestos and asbestos-containing materials and any other substances or materials as regulated pursuant to Environmental Laws.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Intellectual Property ” means all intellectual property rights throughout the world, including all foreign and domestic (i) trademarks, service marks and domain names; (ii) inventions, whether patentable or not, and all patents, invention disclosures, and design registrations, and applications therefor, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues; (iii) rights in confidential and proprietary information, trade secrets and know-how, including processes, schematics, databases, formulae, drawings, prototypes, models, designs and customer lists; (iv) published and unpublished works of authorship, whether copyrightable or not (including software), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof; and (v) rights in computer software, algorithms and databases and all documentation, including user manuals and training materials, related to any of the foregoing.

“ Intended Tax Treatment ” has the meaning set forth in the Tax Matters Agreement.

“ Interest Rate ” means, on any given day, the rate per annum equal to the “prime” rate as published on such day in the Wall Street Journal, Eastern Edition.

“ Internal Reorganization ” has the meaning set forth in the Separation Agreement.

“ Internal Reorganization Cash Payments ” has the meaning set forth in the Separation Agreement.

“ IP License ” means any material license under which a SpinCo Company is a licensee or a licensor or otherwise is granted, obtains or agrees to grant or provide rights to use any material Intellectual Property, or is restricted in any material respect in its right to use any material

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Intellectual Property, other than (i) licenses for commercially available software and hardware which involved aggregate payments by the SpinCo Companies that did not exceed $100,000 during the calendar year ended December 31, 2017, or which are reasonably expected to involve aggregate payments by the SpinCo Companies that will not exceed $100,000 during any future calendar year or (ii) grants or licenses to any other Person in the ordinary course of business.

“ IRS ” means the United States Internal Revenue Service.

“ Lender Related Parties ” means the Persons, including the Lenders, that have committed to provide or arrange any Financing or Alternative Financing in connection with the transactions contemplated hereby, including the parties named in any joinder agreements, note purchase agreements, indentures or credit agreements entered into pursuant thereto or relating thereto, their Affiliates, and their respective former, current and future directors, officers, managers, members, stockholders, partners, employees, agents, advisors, representatives, successors and permitted assigns of any of the foregoing.

“ Liabilities ” means all liabilities and obligations of any kind, character or description, whether liquidated or unliquidated, known or unknown, fixed, variable or contingent, accrued or unaccrued, absolute, determined, determinable or indeterminable, or otherwise, including those arising under any Applicable Law, Proceeding or Contract.

“ Lien ” means, (i) with respect to any asset, any mortgage, lien, claim, pledge, hypothecation, charge, security interest or other encumbrance or restriction on title or transfer of any kind in respect of such asset and (ii) with respect to real property, any title defects, encumbrances, easements and restrictions, invalidities or irregularities.

“ Marketing Period ” means the first period of fifteen consecutive Business Days commencing after the date of this Agreement throughout which and on the first day and last day of which (i) RMT Parent shall have received the Required Financial Information; and (ii) the conditions set forth in Section 8.01 and Section 8.02 shall have been satisfied (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the Party entitled to waive such conditions) and nothing has occurred and no condition or state of facts exists that would cause any of the conditions set forth in Section 8.01 and Section 8.02 to fail to be satisfied assuming the Closing were to be scheduled for any time during such fifteen consecutive Business Day period; provided , that if the financial statements included in the Required Financial Information that are available to RMT Parent on the first day of any such fifteen consecutive Business Day period would not be sufficiently current on any day during such fifteen consecutive Business Day period to permit (x) a registration statement filed by SpinCo using such financial statements to be declared effective by the SEC on the last day of the fifteen consecutive Business Day period and (y) GPC and/or SpinCo’s independent auditors to issue a customary comfort letter (in accordance with its normal practices and procedures) on the last day of the fifteen consecutive Business Day period (any documents complying with the requirements of clauses (x) and (y), mutatis mutandis, “ Compliant Documents ”), then a new fifteen consecutive Business Day period shall commence upon RMT Parent receiving updated Required Financial Information that would be sufficiently current to permit the actions described in clauses (x) and (y) above on the last day of such fifteen consecutive Business Day period; provided , further , that the Marketing Period shall

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be deemed not to have commenced if, (1) prior to the completion of such fifteen consecutive Business Day period, GPC and/or SpinCo’s independent auditors shall have withdrawn its audit opinion with respect to any of the financial stat ements contained in the Required Financial Information in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to the applicable Required Financial Information by GPC and/or SpinCo’s independent auditors, another “big four” accounting firm or another independent public accounting firm reasonably acceptable to RMT Parent, (2) GPC or SpinCo shall have publicly announced any intention to restate any material financial informatio n included in the Required Financial Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and the GP C SEC Documents have been amended or GPC has determined that no restatement shall be required under GAAP or (3) GPC or SpinCo shall have been late in filing any material report with the SEC required under the Exchange Act, in which case the Marketing Perio d shall be deemed not to commence at the earliest unless and until such delinquency is cured; provided , further , that such fifteen consecutive Business Day period shall exclude the following dates occurring in calendar year 2018: August 20 through and incl uding September 3, November 23, and December 24 through and including December 31, and in no event will such fifteen consecutive Business Day period extend beyond the Termination Date. Notwithstanding the foregoing, the Marketing Period shall end on any ea rlier date that is the date on which the proceeds of (A) the SpinCo Financing is obtained and is sufficient to fund the SpinCo Financing Transactions and (B) the RMT Financing is obtained and is sufficient to fund the RMT Financing Transactions. If GPC or SpinCo shall in good faith reasonably believe that it has provided the Required Financial Information to RMT Parent and that the Required Financial Information qualifies as a Compliant Document, GPC or SpinCo may deliver to RMT Parent a written notice to t hat effect (stating the date on which it believes it completed such delivery), in which case GPC and SpinCo shall each be deemed to have complied with the requirement to deliver Required Financial Information that qualifies as a Compliant Document (in whic h case, such fifteen consecutive Business Day period shall be deemed to have commenced on the date such notice is received by RMT Parent unless RMT Parent in good faith reasonably believes that GPC or SpinCo has not completed the delivery of Required Finan cial Information that qualifies as a Compliant Document and, within three Business Days after the delivery of such notice by GPC or SpinCo, delivers a written notice to GPC or SpinCo to that effect (stating with reasonable specificity which Required Financ ial Information RMT Parent believes GPC or SpinCo has not delivered or does not qualify as a Compliant Document at that time).

“ Non-U.S. RMT Parent Employee ” means any RMT Parent Employee who is employed primarily outside (or, in the case of any expatriate RMT Parent Employee, whose home country is outside) the United States immediately prior to the Closing.

“ Non-U.S. SpinCo Business Employee ” means any SpinCo Business Employee who is employed primarily outside (or, in the case of any expatriate SpinCo Business Employee, whose home country is outside) the United States immediately prior to the Closing.

“ Permits ” means all federal, state, local or foreign permits, grants, easements, consents, approvals, authorizations, exemptions, licenses, franchises, certificates or Governmental Orders of or issued by any Governmental Authority that are required for a Party to own its assets or

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conduct its business as it is being conducted on the date of this Agreement or as of the Closing Date.

“ Permitted Liens ” means (a) statutory Liens for current Taxes not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been established in accordance with GAAP on the applicable financial statements, (b) (i) in the case of GPC and SpinCo, Liens approved in writing by RMT Parent or any of its Representatives after the date hereof and (ii) in the case of RMT Parent and Merger Sub, Liens approved in writing by GPC or any of its Representatives after the date hereof, (c) mechanics’, materialmens’, carriers’, workers’, repairers’ and other similar Liens or security obligations incurred in the ordinary course of business and arising by operation of law with respect to any amounts not yet delinquent or the validity or amount of which is being contested in good faith by appropriate Proceedings and for which adequate accruals or reserves have been established in accordance with GAAP, (d) pledges, deposits or other Liens securing the performance of bids, trade Contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (e) Liens and other imperfections of title that do not materially detract from the value or materially impair the use or occupancy of the property to which they relate in the conduct of the SpinCo Business or the business of RMT Parent and its Subsidiaries, as the case may be, as currently conducted, (f) Liens arising under conditional sales contracts and equipment leases with third parties and other Liens arising on assets and products sold in the ordinary course of business, (g) Liens on leases, subleases, easements, licenses, rights of use, rights to access and rights of way arising therefrom or benefiting or created by any superior estate, right or interest, (h) any zoning, entitlement, conservation restriction and other land use and environmental regulations by Governmental Authorities, (i) all Liens, encumbrances and restrictions (including covenants, conditions, easements, charges, rights of way and other similar matters of record) that are title exceptions disclosed on a title insurance policy for the applicable owned or leased real property issued by a nationally reputable title insurance company, (j) Liens that will be released at or prior to the Closing, (k) Liens in favor of banks, brokers and similar financial institutions that are incurred in the ordinary course of business consistent with past practice, (l) Liens identified in the SpinCo Financial Statements and (m) Liens reserved or created pursuant to any Transaction Document or any of the Financing Agreements; provided , that in the case of each of the items in clauses (g) through (k) above, none of the items described therein, individually or in the aggregate, would reasonably be expected to have a material adverse effect on the use or occupancy of the property to which they relate in the conduct of the SpinCo Business or the business of RMT Parent and its Subsidiaries, as the case may be, as currently conducted.

“ Person ” means an individual, a corporation, a general partnership, a limited partnership, a limited liability company, a limited liability partnership, a joint venture, an association, a trust or any other entity or organization, including a Governmental Authority.

“ Proceeding ” means any proceeding (public or private), litigation, suit, arbitration, dispute, demand, claim, charge, action, cause of action, subpoena, inquiry, governmental audit or investigation before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

“ Record Date ” has the meaning set forth in the Separation Agreement.

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“ Representatives ” means, with respect to a Person, each of its respective directors, officers, a ttorneys, accountants, employees, advisors, agents or financing sources.

“ Retained GPC Entity ” means any GPC Entity that is not a SpinCo Company.

“ RMT Parent Charter ” means the Certificate of Incorporation of RMT Parent.

“ RMT Parent Common Stock ” means the common stock, par value $0.10 per share, of RMT Parent.

“ RMT Parent Disclosure Letter ” means the confidential disclosure letter delivered by RMT Parent to GPC immediately prior to the execution of this Agreement.

“ RMT Parent Employee ” means any employee of RMT Parent or any of its Subsidiaries.

“ RMT Parent Entity ” means any of RMT Parent or any of its Subsidiaries.

“ RMT Parent Leased Real Property ” means real property leased, subleased or licensed by RMT Parent or its Subsidiaries, as tenant, subtenant or licensee.

“ RMT Parent Material Adverse Effect ” means any event, circumstance, change in or effect on RMT Parent and its Subsidiaries that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or the financial condition of RMT Parent and its Subsidiaries, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be deemed to constitute a “RMT Parent Material Adverse Effect,” or be taken into account in determining whether there has been a “RMT Parent Material Adverse Effect”: (a) events, circumstances, trends, changes or effects that generally affect the industries or segments thereof in which RMT Parent or its customers operate, including legal and regulatory changes; (b) general business, economic or political conditions (or changes therein); (c) events, circumstances, changes or effects affecting the financial, credit or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rates; (d) events, circumstances, changes or effects arising out of, or attributable to, the announcement of the execution of, or the consummation of the transactions contemplated by, this Agreement or any other Transaction Document or the identity of GPC, including with respect to employees, customers, distributors, suppliers, financing sources, landlords, licensors, licensees or sub-licensees ( provided , that this clause (d) shall not apply with respect to the matters described in Sections 5.05 and 5.06 ); (e) events, circumstances, changes or effects arising out of, or attributable to, strikes, slowdowns, lockouts or work stoppages (pending or threatened); (f) events, circumstances, changes or effects arising out of, or attributable to, acts of armed hostility, sabotage, terrorism or war (whether or not declared), including any escalation or worsening thereof; (g) events, circumstances, changes or effects arising out of, or attributable to, earthquakes, hurricanes, tsunamis, tornadoes, floods or other natural disasters, weather-related conditions, explosions or fires, or any force majeure events in any country or region in the world; (h) events, circumstances, changes or effects arising out of, or attributable to, changes (or proposed changes) or modifications in GAAP, other applicable accounting standards or Applicable Law or the interpretation or enforcement thereof; or (i) events, circumstances, changes or effects arising out of, or attributable to, (1) the failure by RMT Parent to meet any internal or other estimates, expectations, forecasts, plans, projections or

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budgets for any period or (2) any change in RMT Parent’s stock price or trading volume (it being understood in the case of each of clauses (1) and (2) that the underlying cause of, or factors contributing to, such failure or change may be taken into account in determining whether an RMT Parent Material Adverse Effect has occurred); except, in the case of clauses (a), (b), (c), (e), (f), (g) or (h ) to the extent that such event, circumstance, change or effect has a materially disproportionate effect on RMT Parent and its Subsidiaries, taken as a whole, as compared with other participants in the industries in which RMT Parent and its Subsidiaries op erate.

“ RMT Parent Merger Tax Opinion ” has the meaning set forth in the Tax Matters Agreement.

“ RMT Parent Nonvoting Common Stock ” means nonvoting common stock, par value $0.01 per share, of RMT Parent.

“ RMT Parent Owned Real Property ” means the real property owned by RMT Parent or its Subsidiaries.

“ RMT Parent Performance Share Units ” means all restricted share units and other performance units payable in shares of RMT Parent Common Stock or whose value is determined with reference to the value of shares of RMT Parent Common Stock, in each case, that are subject to any performance-based vesting criteria.

“ RMT Parent Preferred Stock ” means preferred stock, par value $0.01 per share, of RMT Parent.

“ RMT Parent Recommendation ” means the recommendation of the RMT Parent Board that RMT Parent stockholders vote in favor of the RMT Parent Share Issuance at the RMT Parent Stockholders’ Meeting.

“ RMT Parent Restricted Stock ” means all shares of RMT Parent restricted stock, subject to vesting or other restrictions.

“ RMT Parent RSUs ” means all restricted share units payable in shares of RMT Parent Common Stock or whose value is determined with reference to the value of shares of RMT Parent Common Stock, in each case, that are not subject to any performance-based vesting criteria.

“ RMT Parent SEC Documents ” means all forms, reports, statements, schedules and other documents filed by RMT Parent with, or furnished by RMT Parent to, the SEC since January 1, 2015.

“ RMT Parent Share Issuance ” means the issuance of shares of RMT Parent Common Stock to the stockholders of SpinCo in connection with the Merger.

“ RMT Parent Stock Options ” means all stock options to acquire shares of RMT Parent Common Stock from RMT Parent.

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“ RMT Parent Stock Plans ” means the 2004 Long-Term Incentive Plan and the 2015 Long-Term Incentive Plan, in each case as amended (as applicable) .

“ RMT Parent Stock Value ” means, as of any date, the average, rounded to the nearest one ten thousandth, of the closing-sale prices of RMT Parent Common Stock on the Nasdaq Global Select Market as reported by The Wall Street Journal for the ten full trading days ending on (and including) the trading day preceding the Closing Date (or, if such ten-day period commences on or before the Record Date, the number, if less, of full trading days commencing on the day after the Record Date and ending on (and including) the trading day preceding the Closing Date).

“ RMT Parent Stockholder Approval ” means the approval of the RMT Parent Share Issuance at the RMT Parent Stockholders’ Meeting by the affirmative vote of a majority of the voting power of the shares of RMT Parent Common Stock present in person or represented by proxy and voting on the issue at the RMT Parent Stockholders’ Meeting.

“ RMT Parent Tax Counsel ” means Skadden, Arps, Slate, Meagher & Flom LLP.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933.

“ Separation ” has the meaning set forth in the Separation Agreement.

“ Separation Agreement ” means the Separation Agreement, dated as of the date hereof, by and between GPC and SpinCo.

“ SpinCo Business ” has the meaning set forth in the Separation Agreement.

“ SpinCo Business Employee ” means any individual who is an employee of the SpinCo Companies.

“ SpinCo Companies ” means (i) prior to the Internal Reorganization, SpinCo and the SPR Entities and (ii) after the Internal Reorganization, SpinCo and its Subsidiaries.

“ SpinCo Debt ” has the meaning set forth in the Separation Agreement.

“ SpinCo Intellectual Property ” means all Intellectual Property owned by any GPC Entity that is material to, and used or held for use primarily in connection with the SpinCo Business.

“ SpinCo Leased Real Property ” means real property leased, subleased or licensed by the SpinCo Companies, as tenant, subtenant or licensee.

“ SpinCo Material Adverse Effect ” means any event, circumstance, change in or effect on the SpinCo Business that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the business, assets, results of operations or the financial condition of the SpinCo Business, taken as a whole; provided , however , that none of the following, either alone or in combination, shall be deemed to constitute a “SpinCo Material Adverse Effect,” or taken into account in determining whether there has been a “SpinCo Material Adverse Effect”:

A-11

(a) events, circumstances, trends, changes or effects that generally affect the industries or segments thereof in which the SpinCo Business or its customers operate, includ ing legal and regulatory changes; (b) general business, economic or political conditions (or changes therein); (c) events, circumstances, changes or effects affecting the financial, credit or securities markets in the United States or in any other country or region in the world, including changes in interest rates or foreign exchange rates; (d) events, circumstances, changes or effects arising out of, or attributable to, the announcement of the execution of, or the consummation of the transactions contempla ted by, this Agreement or any other Transaction Document (including the Internal Reorganization, the Distribution and the Merger) or the identity of RMT Parent, including with respect to employees, customers, distributors, suppliers, financing sources, lan dlords, licensors, licensees, sub-licensees or co-promotion partners ( provided , that this clause (d) shall not apply with respect to the matters described in Sections 4.05 and 4.06 ); (e) events, circumstances, changes or effects arising out of, or attributable to, strikes, slowdowns, lockouts or work stoppages (pending or threatened); (f) events, circumstances, changes or effects arising out of, or attributable to, acts of armed hostility, sabotage, terrorism or war (whether or not declared), including any escalation or worsening there of; (g) events, circumstances, changes or effects arising out of, or attributable to, earthquakes, hurricanes, tsunamis, tornadoes, floods or other natural disasters, weather-related conditions, explosions or fires, or any force majeure events in any count ry or region in the world; (h) events, circumstances, changes or effects arising out of, or attributable to, changes (or proposed changes) or modifications in GAAP, other applicable accounting standards or Applicable Law or the interpretation or enforcemen t thereof; or (i) events, circumstances, changes or effects arising out of, or attributable to, (1) the failure by the SpinCo Business to meet any internal or other estimates, expectations, forecasts, plans, projections or budgets for any period or (2) any change in GPC’s stock price or trading volume (it being understood in the case of each of clauses (1) and (2) that the underlying cause of, or factors contributing to, such failure or change may be taken into account in determining whether a SpinCo Materi al Adverse Effect has occurred); except, in the case of clauses (a), (b), (c), (e), (f), (g) or (h) to the extent that such event, circumstance, change or effect has a materially disproportionate effect on the SpinCo Business, taken as a whole, as compared with other participants in the industries in which the SpinCo Business operates.

“ SPR Entities ” has the meaning set forth in the Separation Agreement.

“ SPR HoldCo ” has the meaning set forth in the Separation Agreement.

“ SPR Transfer ” has the meaning set forth in the Separation Agreement.

“ Subsidiary ” means with respect to any Person, any other Person of which the specified Person, either directly or through or together with any other of its Subsidiaries, owns more than 50% of the voting power in the election of directors or their equivalents, other than as affected by events of default.

“ Superior Proposal ” means a written bona fide offer or proposal made by a third party with respect to a Competing RMT Parent Transaction on terms and conditions that the RMT Parent Board determines, in its good faith judgment, after consulting with a financial advisor of internationally recognized reputation and external legal counsel, and taking into account all legal, financial and regulatory and other aspects of the proposal, including availability of financing,

A-12

and any changes to the terms of this Agreement proposed by GPC in response to such offer or proposal, or otherwise, to be (a) more favorable from a financial point of view, to the stockholders of RMT Parent than the Merger and (b) reasonably expected to be consummated. For purposes of the definition of “Superior Proposal,” each reference to “20%” in the definition of “Competing RMT Parent Transaction” shall be replaced with “50%.”

“ Tax ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” has the meaning set forth in the Separation Agreement.

“ Tax Representation Letters ” means Tax representation letters containing normal and customary representations and covenants, substantially in compliance with IRS published advance ruling guidelines, and with customary assumptions, exceptions and modifications thereto, reasonably satisfactory in form and substance to GPC Tax Counsel and RMT Parent Tax Counsel in light of the facts and the conclusions to be reached in the RMT Parent Merger Tax Opinion and the GPC Tax Opinions, executed by RMT Parent, SpinCo and GPC, and other parties, if required, as reasonably agreed by the Parties.

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

“ Termination Fee ” means $12,000,000.

“ Transaction Documents ” has the meaning set forth in the Separation Agreement.

“ Transfer Taxes ” means any stamp, gross receipts, value added, goods and services, harmonized sales, land transfer or other transfer Taxes.

“ Union Employee ” means an employee who is represented by a union, works council, employee representative body or any labor organization and, in the case of RMT Parent and its Subsidiaries, whose representation pertains to such employee’s employment with RMT Parent and its Subsidiaries, and, in the case of the SpinCo Companies, whose representation pertains to such employee’s employment with the SpinCo Companies.

“ U.S. RMT Parent Employee ” means any RMT Parent Employee who is employed primarily in (or, in the case of any expatriate RMT Parent Employee, whose home country is) the United States immediately prior to the Closing.

“ U.S. SpinCo Business Employee ” means any SpinCo Business Employee who is employed primarily in or, in the case of any expatriate SpinCo Business Employee, whose home country is, the United States immediately prior to the Closing.

“ Willful Breach ” shall mean a material breach of, or failure to perform any of the covenants or other agreements contained in, this Agreement, that is a consequence of an act or failure to act by the breaching or non-performing Person with actual knowledge that such Person’s act or failure to act would, or would be reasonably expected to, result in or constitute a breach of or failure of performance under this Agreement.

A-13

(b) “To the knowledge,” “known by,” “known” or “aware of” (and any similar phrase) means (i) with respect to GPC, the SpinCo Business and the SpinCo Companies, to the actual knowledge of the individuals set forth on Appendix A of the GPC Disclosur e Letter and (ii) with respect to RMT Parent and Merger Sub, to the actual knowledge of the individuals set forth on Appendix A of the RMT Parent Disclosure Letter.

Term

Section

Accrued Vacation

Section 7.18(a)

Aggregate Merger Consideration

Section 2.04(a)

Agreement

Preamble

Alternative Financing

Section 7.07(b)

Alternative Financings

Section 7.07(b)

Alternative RMT Commitment Letter

Section 7.07(a)

Alternative SpinCo Commitment Letter

Section 7.07(b)

Bonus Plans

Section 7.18(d)

Burdensome Condition

Section 7.06(b)

Certificate of Merger

Section 2.02

Change in the RMT Parent Recommendation

Section 7.03(d)

Closing

Section 2.02

Commitment Letters

Section 5.08(a)

Competitive Business

Section 7.17

Confidentiality Agreement

Section 7.13(a)

Continuation Period

Section 7.18(a)

Continuing Employees

Section 7.18(a)

Distribution

Recitals

ERISA

Section 4.15(a)

ERISA Affiliate

Section 4.15(d)

Exchange Agent

Section 3.01(a)

Exchange Fund

Section 3.01(a)

Expense Reimbursement

Section 9.03(b)

Financing

Section 5.08(a)

Financing Agreements

Section 7.07(b)

Financings

Section 5.08(a)

GPC

Preamble

GPC 401(k) Plan

Section 7.18(e)

GPC Board

Recitals

GPC Board Designees

Section 2.07(a)

GPC Bonus Payments

Section 7.18(d)

GPC Common Stock

Recitals

GPC Plans

Section 4.15(b)

Initial Termination Date

Section 9.01(a)

Intellectual Property

Section 5.13(a)(i)

Intervening Event

Section 7.03(d)

Joint Board Designees

Section 2.07(a)

Lenders

Section 5.08(a)

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Merger

Recitals

Merger Consideration

Section 2.04(a)

Merger Effective Time

Section 2.02

Merger Sub

Preamble

Merger Sub Board

Recitals

Non-U.S. GPC Plans

Section 4.15(b)

Non-U.S. RMT Parent Plans

Section 5.15(b)

Notice of Superior Proposal

Section 7.03(d)(ii)(1)

Notice Period

Section 7.03(d)(ii)(2)

Parties

Preamble

Party

Preamble

PII	Section 4.13(c)

Proxy Statement

Section 7.01(a)

Registration Statements

Section 7.01(a)

Required Financial Information

Section 7.07(f)

Revised Transaction Proposal

Section 7.03(d)(ii)(2)

RMT Alternative Financing

Section 7.07(a)

RMT Borrower

Section 5.08(a)

RMT Commitment Letter

Section 5.08(a)

RMT Financing

Section 5.08(a)

RMT Financing Agreements

Section 7.07(a)

RMT Financing Transactions

Section 5.08(b)

RMT Leases

Section 5.14(a)

RMT Lenders

Section 5.08(a)

RMT Parent

Preamble

RMT Parent Board

Recitals

RMT Parent Board Designees

Section 2.07(a)

RMT Parent Capitalization Date

Section 5.03(a)

RMT Parent DC Plan

Section 7.18(e)

RMT Parent License

Section 5.13(d)

RMT Parent Material Contracts

Section 5.18(a)

RMT Parent Owned Intellectual Property

Section 5.13(a)(i)

RMT Parent Plans

Section 5.15(b)

RMT Parent Registration Statement

Section 7.01(a)

RMT Parent SARs

Section 3.04(a)

RMT Parent Stockholders’ Meeting

Section 7.02

RMT Parent Union Contracts

Section 5.16

Shared Expenses

Section 9.03(d)

Signing Transaction Documents

Section 8.02(a)

SpinCo

Preamble

SpinCo Alternative Financing

Section 7.07(b)

SpinCo Board

Recitals

SpinCo Commitment Letter

Section 4.08(a)

SpinCo Common Stock

Recitals

SpinCo Financial Statements

Section 4.07(a)

SpinCo Financing

Section 4.08(a)

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SpinCo Financing Agreements

Section 7.07(b)

SpinCo Financing Transactions

Section 4.08(b)

SpinCo Leases

Section 4.14(a)

SpinCo Lenders

Section 4.08(a)

SpinCo Material Contracts

Section 4.18(a)

SpinCo Shares

Section 2.04(a)

SpinCo Stockholder Consent

Section 4.05(c)

Surviving Corporation

Section 2.01

Termination Date

Section 9.01(a)

Title IV Plan

Section 4.15(d)

U.S. GPC Plans

Section 4.15(a)

U.S. RMT Parent Plans

Section 5.15(a)

U.S. SpinCo Plan

Section 4.15(a)

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Exhibit 10.6

SEPARATION AGREEMENT

Dated as of April 12, 2018

By and Between

GENUINE PARTS COMPANY

and

RHINO SPINCO, INC.

TABLE OF CONTENTS

Page

Article I
DEFINITIONS

Section 1.01.

Definitions2

Article II
INTERNAL REORGANIZATION AND SEPARATION

Section 2.01.

Internal Reorganization2

Section 2.02.

Conveyance of Transferred Assets2

Section 2.03.

Assignment of Contracts3

Section 2.04.

Certain Transaction Documents4

Section 2.05.

Intercompany Accounts and Obligations4

Section 2.06.

Release of Pre-Distribution Claims5

Section 2.07.

Calculation of and Adjustments to the SpinCo Special Cash Payment6

Section 2.08.

Certain Resignations9

Section 2.09.

SPR HoldCo Preferred Stock9

Article III
CERTAIN COVENANTS, AGREEMENTS AND ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.01.

Governmental Filings; Consents9

Section 3.02.

SpinCo Debt; SPR Transfer10

Article IV
THE DISTRIBUTION

Section 4.01.

Form of Distribution10

Section 4.02.

Manner of Effecting Distribution10

Section 4.03.

Actions Prior to the Distribution11

Section 4.04.

Conditions Precedent to the Distribution12

Section 4.05.

Additional Matters in Connection with the Distribution12

Article V
INFORMATION AND CONFIDENTIALITY

Section 5.01.

Retention of Information13

Section 5.02.

Access to Information; Cooperation13

Section 5.03.

Ownership of Information14

Section 5.04.

Confidentiality14

Section 5.05.

Privilege and Related Rights16

Section 5.06.

Other Agreements 18

Article VI
DISCLAIMER; NO REPRESENTATIONS OR WARRANTIES

Section 6.01.

Disclaimer; No Representations or Warranties19

Article VII
INDEMNIFICATION; LIMITATION OF LIABILITY

Section 7.01.

Remedies19

Section 7.02.

Indemnification20

Section 7.03.

Procedures20

Section 7.04.

Limitations22

Article VIII
FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 8.01.

Further Assurances22

Section 8.02.

Insurance23

Section 8.03.

Non-Solicitation of Employees23

Article IX
TAX MATTERS

Section 9.01.

Tax Matters24

Section 9.02.

Bulk Sales Laws24

Article X
TRANSITION SERVICES

Section 10.01.

Transition Services Agreement24

Section 10.02.

Supply Chain Transition Services Agreement24

Section 10.03.

Day One Readiness24

Article XI
REAL PROPERTY MATTERS

Section 11.01.

Leased Premises25

Article XII
TERMINATION

Section 12.01.

Termination25

Section 12.02.

Effect of Termination25

Article XIII
MISCELLANEOUS

Section 13.01.

Notices 25

Section 13.02.

Amendments; Waivers27

Section 13.03.

Expenses28

Section 13.04.

Successors and Assigns28

Section 13.05.

Construction28

Section 13.06.

Entire Agreement29

Section 13.07.

Counterparts; Effectiveness29

Section 13.08.

Governing Law29

Section 13.09.

Dispute Resolution; Consent to Jurisdiction29

Section 13.10.

Severability29

Section 13.11.

Captions30

Section 13.12.

Specific Performance30

EXHIBITS

Exhibit A Definitions

ATTACHMENTS

Attachment I Internal Reorganization
Attachment II Accounting Principles
Attachment III Tax Matters Agreement
Attachment IV Form of Transition Services Agreement
Attachment V Form of Supply Chain Transition Services Agreement
Attachment VI Leased Premises and Lease Terms
Attachment VII Form of Lease
Attachment VIII Bill of Sale

SCHEDULES

Schedule 2.05(a) Intercompany Liabilities
Schedule 2.05(b) Intercompany Accounts
Schedule 5.05(a) GPC Counsel
Schedule 10.03(a) Day-O ne Plan
Schedule A-1 Indebtedness of RMT Parent
Schedule A-2 Indebtedness of SpinCo
Schedule B RMT Parent Cash Award Agreements

ANNEXES

Annex I Debt-Like Items of RMT Parent as of December 31, 2017
Annex II Debt-Like Items of SpinCo as of December 31, 20 17
Annex III Net Working Capital as of December 31, 2017

iii

Exhibit 10.6

SEPARATION AGREEMENT

This Separation Agreement (together with the Exhibits, Attachments and Schedules hereto, this “ Agreement ”) is made as of the 12 ^t ^h day of April, 2018, by and between Genuine Parts Company, a Georgia corporation (“ GPC ”), and Rhino SpinCo, Inc., a Delaware corporation and wholly-owned Subsidiary of GPC (“ SpinCo ”). Each of GPC and SpinCo is sometimes referred to individually as a “ Party ” and collectively they are sometimes referred to as the “ Parties .”

RECITALS

WHEREAS, GPC, among other things, is engaged in the wholesale distribution of office and other business related products, including furniture and facility, breakroom, safety and technology supplies (the “ SpinCo Business ”) through (i) S.P. Richards Company, a Georgia corporation and currently wholly-owned Subsidiary of GPC (“ SPR ”), and its Subsidiaries, (ii) SPR Procurement Company, a Georgia corporation and currently wholly-owned Subsidiary of GPC (“ SPR Procurement ”) and (iii) S.P. Richards Co. Canada Inc., a British Columbia, Canada corporation and indirect wholly-owned Subsidiary of GPC (“ SPR Canada ”), and its Subsidiaries;

WHEREAS, the Board of Directors of GPC has determined that it is in the best interests of GPC and its stockholders to separate the SpinCo Business from the other businesses of GPC and its Subsidiaries (the “ Separation ”), on the terms and conditions set forth in this Agreement and the other Transaction Documents;

WHEREAS, to implement the Separation, (i) the SpinCo Business will be reorganized in accordance with Section 2.01 and as set forth in Attachment I (the “ Internal Reorganization ”) such that each of SPR, SPR Procurement and SPR Canada and their respective Subsidiaries will become direct or indirect Subsidiaries of SpinCo and (ii) upon the terms and conditions set forth in this Agreement, the Board of Directors of GPC has determined to distribute, without consideration, all of the then outstanding shares of capital stock of SpinCo to GPC’s stockholders by way of a pro rata dividend (the “ Distribution ”);

WHEREAS, pursuant to the Agreement and Plan of Merger dated of even date herewith, (the “ Merger Agreement ”), among GPC, SpinCo, Essendant Inc., a Delaware corporation (“ RMT Parent ”) and Elephant Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of RMT Parent (“ Merger Sub ”), immediately following the Distribution, Merger Sub will merge with and into SpinCo (the “ Merger ”) and, in connection with the Merger, SpinCo Common Stock will be converted into the right to receive shares of common stock of RMT Parent on the terms and conditions set forth in the Merger Agreement;

WHEREAS, GPC and SpinCo contemplate that, concurrently with or immediately prior to the Internal Reorganization and on the terms and conditions set forth in this Agreement and the other Transaction Documents, SpinCo will enter into the definitive debt financing arrangements for the SpinCo Debt;

WHEREAS, in connection with the Internal Reorganization and the Separation, GPC and SpinCo each have determined that it is appropriate for SpinCo to pay the Internal Reorganization Ca sh Payments to GPC on the terms and conditions set forth in this Agreement and in the Merger Agreement;

WHEREAS, it is a condition to the Merger that, prior to the Merger Effective Time, the Internal Reorganization and the Distribution will have been completed; and

WHEREAS, the Parties are entering into the Tax Matters Agreement contemporaneously with this Agreement.

Article I
DEFINITIONS

Section 1.01. Definitions

. Capitalized terms used in this Agreement shall have the meanings specified in Exhibit A .

Article II
INTERNAL REORGANIZATION AND SEPARATION

Section 2.01. Internal Reorganization

. At or prior to the Distribution Effective Time, to the extent not already completed, each of GPC and SpinCo shall, and shall cause their Affiliates to effect the Internal Reorganization.

Section 2.02. Conveyance of Transferred Assets

(a) Except as otherwise expressly provided herein or in any of the other Transaction Documents, and except to the extent previously effected pursuant to the Internal Reorganization, upon the terms and subject to the conditions set forth in this Agreement, effective as of immediately prior to the Distribution Effective Time, GPC will assign, transfer, convey and deliver (“ Transfer ”), or will cause the Affiliated Transferors to Transfer, to SpinCo or to one or more SpinCo Companies as SpinCo may designate, and SpinCo will accept from GPC (or the applicable Affiliated Transferor), or will cause any applicable SpinCo Company to accept, all of GPC’s and the applicable Affiliated Transferors’ respective right, title and interest in and to all of the Transferred Assets (it being understood that any Transferred Assets that are already held by a SpinCo Company as of the Distribution Effective Time will continue to be held by such SpinCo Company).

(b) In the event that any Transfer of a Transferred Asset required by any of the Transaction Documents is not effected at or before the Distribution Effective Time, upon receipt of written notice from SpinCo describing such Transferred Assets in reasonable detail (which notice must be delivered before the later of (i) the 18-month ann iversary of the Distribution Effective Time and (ii) the 45 ^th day after SpinCo first learns that such Transfer was not effected), GPC shall Transfer such Transferred Asset to SpinCo as soon thereafter as practicable, subject to the terms and conditions set forth in the Transaction Documents; provided that, to the extent any such Transferred Asset (x) was not reflected in the calculation of the Final SpinCo Special Cash Payment and (y) existed immediately prior to the Distribution Effective Time, in connecti on with such Transfer SpinCo shall pay to GPC any additional amount that would have been payable to GPC to the extent such Transferred Asset should have been reflected in the calculation of the Final SpinCo Special Cash Payment.

(c) From and after the Distribution Effective Time, GPC shall promptly Transfer or cause the other members of its Group promptly to Transfer to SpinCo or the appropriate member of SpinCo’s Group, from time to time, any Assets received that constitute a Transferred Asset; provided that, to the extent any such Transferred Asset (x) was not reflected in the calculation of the Final SpinCo Special Cash Payment and (y) existed immediately prior to the Distribution Effective Time, in connection with such Transfer SpinCo shall pay to GPC any additional amount that would have been payable to GPC to the extent such Transferred Asset should have been reflected in the calculation of the Final SpinCo Special Cash Payment.

Section 2.03. Assignment of Contracts

(a) . Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to assign or otherwise sell, convey, sublicense or Transfer any Contract constituting a Transferred Asset, or any claim, right or benefit arising thereunder or resulting therefrom, if an attempted assignment, sale, conveyance, sublicense or Transfer thereof without the consent of a third party would constitute a breach of, or other contravention under, such Contract. With respect to any such Contract (or any claim, right or benefit arising thereunder or resulting therefrom), from and after the date hereof, the Parties shall use commercially reasonable efforts (but without any payment of money or other transfer of value by any Party to any third party) to obtain any required consent for the assignment, sale, conveyance, sublicense or Transfer of such Contract to SpinCo, or written confirmation from such parties reasonably satisfactory in form and substance to the Parties confirming that such consent is not required. If a required consent is not obtained prior to the Distribution Effective Time with respect to any such Contract, then, if and to the extent permitted under, and subject to the terms of, such Contract, and subject to Applicable Law, GPC and SpinCo shall use commercially reasonable efforts to cooperate to enter into, as of the Distribution Effective Time, a mutually agreeable arrangement under which (i) SpinCo would obtain, through a subcontracting, sublicensing or subleasing arrangement or otherwise, the claims, rights and benefits of the GPC Companies under such Contract in accordance with this Agreement, (ii) SpinCo would assume all obligations of the GPC Companies under such Contracts and agree to perform and discharge all obligations under such Contracts and (iii) the GPC Companies would enforce at SpinCo’s cost and at the reasonable request of and for the benefit of SpinCo,

any and all claims, rights and benefits of the GPC Companies against any third party thereto arising from any such Contract; provided that neither Party shall be required to make any payment of money or other transfer of value in connection with any such arrangement. In the event SpinCo shall elect to make any payment of money or other transfer of value, including any consent fee, transfer fee or similar arrangement, whethe r in connection with obtaining any consent under this Section 2.03 or entering into any arrangement contemplated by the preceding sentence (collecti vely, a “ Consent Fe e”), SpinCo shall be solely responsible for such Consent Fee.

Section 2.04. Certain Transaction Documents

. In furtherance of the Separation, on the Distribution Date, GPC and SpinCo shall execute and deliver (or shall cause the applicable SpinCo Company to execute and deliver):

(a) the Transition Services Agreement;

(b) the Supply Chain Transition Services Agreement;

(d) any Bill of Sale reasonably necessary to effect the Transfer of the Transferred Assets; and

(e) such other agreements, assignments, leases, subleases, documents or instruments as the Parties agree are necessary or desirable to achieve the purposes set forth in the Transaction Documents.

Section 2.05. Intercompany Accounts and Obligations

(a) Except as provided in this Section 2.05 and in Article VII , or as otherwise set forth in Schedule 2.05(a) , from and after the Distribution Effective Time neither GPC nor SpinCo nor any member of their respective Groups shall have any Liability to the other or any member of the other’s Group based upon, arising out of or resulting from any agreement, arrangement, course of dealing or understanding existing on or prior to the Distribution Effective Time (other than this Agreement or any other Transaction Document), and each of GPC and SpinCo shall terminate, and shall cause all members in its respective Group to terminate, any and all then-existing agreements, arrangements, courses of dealing or understandings between it or any members of its Group and the other Party, or any members of its Group, effective as of the Distribution Effective Time (other than this Agreement or any other Transaction Document), and any such Liability, whether or not in writing, that is not reflected in any Transaction Document is hereby irrevocably cancelled, released and waived effective as of the Distribution Effective Time. No such terminated agreement, arrangement, course of dealing or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Distribution Effective Time.

(b) Except as set forth in Schedule 2.05(b) , each Intercompany Account outstanding immediately prior to the Distribution Effective Time shall be satisfied and/or settled by the relevant GPC Company and SpinCo Company no later than the

Distribution Effective Time by (i) forgiv eness by the relevant obligor, (ii) one or a related series of distributions of capital, (iii) non-cash intercompany transfer and settlement through GPC’s corporate procedures, (iv) cash payment, in each case as determined by the Parties or (v) any combination of the foregoing.

Section 2.06. Release of Pre-Distribution Claims

(a) Effective as of the Distribution Effective Time, GPC, for itself and each member of the GPC Group and, to the extent permitted by Applicable Law, all Persons who at any time prior to the Distribution Effective Time were directors, officers, partners, managers, agents or employees of any member of the GPC Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge the SpinCo Indemnified Parties from any and all Liabilities, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Effective Time, including in connection with the Separation and the Distribution and any of the other transactions contemplated hereunder and under the other Transaction Documents. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such Liabilities that GPC and each member of the GPC Group, and their respective successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common law principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlement with the obligor. In this connection, GPC hereby acknowledges that it is aware that factual matters unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the SpinCo Indemnified Parties from the Liabilities described in the first sentence of this Section 2.06(a) .

(b) Effective as of the Distribution Effective Time, SpinCo, for itself and each member of the SpinCo Group and, to the extent permitted by Applicable Law, all Persons who at any time prior to the Distribution Effective Time were directors, officers, partners, managers, agents or employees of any member of the SpinCo Group (in their respective capacities as such), in each case, together with their respective heirs, executors, administrators, successors and assigns, does hereby remise, release and forever discharge the GPC Indemnified Parties from any and all Liabilities, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of law or otherwise, in each case, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution Effective Time, including in connection with the Separation and the Distribution and any of the other transactions contemplated hereunder and under the other Transaction Documents. Without limitation, the foregoing release includes a release of any rights and benefits with respect to such

Liabilities that SpinCo and each member of the SpinCo Group, and their respective successor and assigns, now has or in the future may have conferred upon them by virtue of any statute or common la w principle which provides that a general release does not extend to claims which a party does not know or suspect to exist in its favor at the time of executing the release, if knowledge of such claims would have materially affected such party’s settlemen t with the obligor. In this connection, SpinCo hereby acknowledges that it is aware that factual matters unknown to it may have given or may hereafter give rise to Liabilities that are presently unknown, unanticipated and unsuspected, and it further agrees that this release has been negotiated and agreed upon in light of that awareness and it nevertheless hereby intends to release the GPC Indemnified Parties from the Liabilities described in the first sentence of this Section 2.06(b) .

(c) Nothing contained in Section 2.06(a) or Section 2.06(b) shall (i) limit or otherwise affect any Person’s rights or obligations pursuant to or contemplated by, or ability to enforce, any Transaction Document, in each case in accordance with its terms, (ii) apply to any Liability the release of which would result in the release of any Person other than a Person expressly released pursuant to Section 2.06(a) or Section 2.06(b) or (iii) release any Person from, or waive any rights under, any Liability provided in or resulting from any Contract to which any member of the SpinCo Group, on the one hand, and any GPC Group, on the other hand, is a party, that does not terminate as of the Distribution Date in accordance with Section 2.05 .

(d) Following the Distribution Effective Time, GPC shall not, and shall cause each other member of the GPC Group not to, make any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution, recovery or any indemnification, against any member of the SpinCo Group or any of their respective Affiliates, or any other Person released with respect to any Liabilities released pursuant to Section 2.06(a) . Following the Distribution Effective Time, SpinCo shall not, and shall cause each member of the SpinCo Group not to, make any claim or demand, or commence any Proceeding asserting any claim or demand, including any claim of contribution, recovery or any indemnification, against any member of the GPC Group or any of their respective Affiliates, or any other Person released with respect to any Liabilities released pursuant to Section 2.06(b) .

Section 2.07. Calculation of and Adjustments to the SpinCo Special Cash Payment

(a) No later than five Business Days prior to the anticipated Distribution Date, and following reasonable consultation with RMT Parent, GPC shall, at its expense, prepare and submit to SpinCo and RMT Parent a written statement (the “ Estimated Statement ”) prepared and calculated in accordance with the accounting principles, policies, practices and methods described on Attachment II applied on a consistent basis (the “ Accounting Principles ”) and setting forth, in reasonable detail using the format in the illustrative example attached to the Accounting Principles, GPC’s good faith estimates of (i) Estimated Net Working Capital, (ii) Estimated Net Debt of SpinCo, (iii) Estimated Net Debt of RMT Parent), (iv) the RMT Parent Expense Reimbursement, (v) the SpinCo Expense Reimbursement, (vi) the Equity Award True-up and (vii) the SpinCo

Special Cash Payment. Each of GPC, SpinCo and RMT Parent shall provide the others in a timely fashion with all information and supporting documentation reasonably requested by any of them in connection with the preparation and review of the Estimated Statement. SpinCo may (and, at RMT Parent’s request, shall) provide GPC with comments to the Estimated Statement, and GPC, SpinCo an d RMT Parent shall cooperate reasonably and in good faith to address any such comments and mutually agree on the Estimated Statement to the maximum extent practicable under the circumstances, and GPC shall reflect any such mutually agreed comments in the E stimated Statement used for determining the payment of the SpinCo Special Cash Payment made pursuant to Section 3.02(b) .

(b) Promptly following the Distribution Date, but in no event later than 60 days after the Distribution Date, SpinCo shall, at its expense, prepare and submit to GPC a written statement (the “ Proposed Final Statement ”) prepared and calculated in accordance with the Accounting Principles setting forth, in reasonable detail using the format in the illustrative example attached to the Accounting Principles, SpinCo’s calculation of (i) Final Net Working Capital, (ii) Final Net Debt of SpinCo, (iii) Final Net Debt of RMT Parent, (iv) the RMT Parent Expense Reimbursement, (v) the SpinCo Expense Reimbursement, (vi) the Equity Award True-up and (vii) the Final SpinCo Special Cash Payment. Each of GPC, SpinCo and RMT Parent shall provide the others in a timely fashion with all information and supporting documentation reasonably requested by any of them in connection with the preparation and review of the Proposed Final Statement.

(c) In the event GPC disputes the correctness of the calculations in the Proposed Final Statement, GPC shall notify SpinCo in writing of its objections within 30 days after receipt of the Proposed Final Statement, and shall set forth, in writing and in reasonable detail, the reasons for GPC’s objections. To the extent GPC does not object within the time period contemplated by this Section 2.07(c) to a matter in, or component of, the Proposed Final Statement, GPC shall be deemed to have accepted SpinCo’s calculation and presentation in respect of the matter or component and the matter or component shall be deemed accepted by GPC. GPC and SpinCo shall endeavor in good faith to resolve any disputed matters within 15 days after SpinCo’s receipt of GPC’s notice of objections. If GPC and SpinCo are unable to resolve such disputed matters, GPC and SpinCo jointly shall, as soon as practicable and in any event within 15 days after the expiration of such 15-day period, engage a nationally known independent accounting firm, which firm shall not be the then regular auditors of, or have any material relationship with, GPC, SpinCo or RMT Parent, that is jointly appointed by the Parties (the firm so engaged, “ Unaffiliated Accounting Firm ”), to resolve the matters in dispute (in a manner consistent with this Section 2.07(c) ). Promptly after joint engagement of the Unaffiliated Accounting Firm, GPC and SpinCo shall provide the Unaffiliated Accounting Firm with a copy of this Agreement, the Accounting Principles, the Proposed Final Statement and GPC’s written notice of objections thereto. Each of GPC and SpinCo shall deliver to the Unaffiliated Accounting Firm and to the other party simultaneously a written submission of its final position with respect to each of the matters in dispute (which position may be different than the position set forth in or contemplated by the Proposed Final Statement or GPC’s notice of objections, but may not be outside of the range of the applicable amount as set forth in the Proposed Final Statement and the

calculation of such amounts set forth in GPC’s notice of objections) within 15 days of the engagement of such Unaffiliated Accounting Firm. Each of GPC and SpinCo shall thereafter be entitled to submit a rebuttal to the other’s submission, which rebuttals shall be delivered to the Unaffiliated Ac counting Firm and to the other Party simultaneously within 15 days of the delivery of the Parties’ initial submissions to the Unaffiliated Accounting Firm and to each other. The Unaffiliated Accounting Firm may request additional information solely to the extent necessary to resolve the matter in dispute from either Party, but absent such a request neither Party may make (nor permit any of its Affiliates or Representatives to make) any additional submission to the Unaffiliated Accounting Firm or otherwise c ommunicate with the Unaffiliated Accounting Firm, and in no event shall either Party (i) communicate (or permit any of its Affiliates or Representatives to communicate) with the Unaffiliated Accounting Firm without providing the other Party a reasonable opportunity to participate in such communication or (ii) make (or permit any of its Affiliates or Representatives to make) a written submission to the Unaffiliated Accounting Firm unless a copy of such submission is simultaneousl y provided to the other Party. The Unaffiliated Accounting Firm shall have 15 days following submission of the Parties’ rebuttals to review the documents provided to it pursuant to this Section 2.07(c) and to deliver its written determination, acting as expert and not as arbitrator, with respect to each of the items in dispute submitted to it for resolution. The Unaffiliated Accounting Firm shall resol ve the differences regarding the Proposed Final Statement based solely on the information provided to the Unaffiliated Accounting Firm by the Parties pursuant to the terms of this Agreement and not by independent review. The Unaffiliated Accounting Firm’s authority shall be limited to resolving disputes with respect to whether the individual disputed items on the Proposed Final Statement were prepared in accordance with the terms of this Agreement. In resolving each disputed item, the Unaffiliated Accountin g Firm shall choose either the value assigned by GPC to such item or the value assigned by SpinCo to such item based on the Unaffiliated Accounting Firm’s assessment of which value is most consistent with the Accounting Principles, and may not assign a val ue for any item other than a value proposed by GPC or SpinCo in its respective initial submission to the Unaffiliated Accounting Firm. The determination of the Unaffiliated Accounting Firm in respect of the correctness of each matter remaining in dispute s hall be final, conclusive and binding on GPC and SpinCo and not subject to appeal by either of the Parties, and judgment thereof may be entered or enforced in any court of competent jurisdiction.

(d) Not later than five Business Days after the final determination of the Final SpinCo Special Cash Payment pursuant to Section 2.07(c) , a payment by wire transfer in respect thereof shall be made as follows:

(i) if the Final SpinCo Special Cash Payment is greater than the SpinCo Special Cash Payment, then an amount equal to such excess shall be paid by SpinCo to GPC; and

(ii) if the SpinCo Special Cash Payment is greater than the Final SpinCo Special Cash Payment, then an amount equal to such excess shall be paid by GPC to SpinCo.

Any payment pursuant to this Section 2.07(d) shall be treated as an adjustment to th e SpinCo Special Cash Payment for U.S. federal income Tax purposes and shall be made in immediately available funds by wire transfer to a bank account designated in writing by the Party entitled to receive the payment.

(e) The fees and expenses, if any, of the Unaffiliated Accounting Firm incurred in connection with this Agreement shall be borne equally by GPC and SpinCo.

Section 2.08. Certain Resignations

. At or prior to the Distribution Date, GPC shall cause each director or employee of GPC and its Subsidiaries who will not be employed by a SpinCo Company after the Distribution Date to resign, effective no later than the Distribution Date, from all boards of directors or similar governing bodies of each SpinCo Company (other than SpinCo), and from all positions as officers of any SpinCo Company in which they serve.

Section 2.09. SPR HoldCo Preferred Stock

. The SPR HoldCo Preferred Stock issued pursuant to the Internal Reorganization shall (i) be issued in an aggregate principal amount not exceeding $5,000,000 and (ii) have no voting rights except for limited customary protective voting rights with respect to (a) changes to the terms of the SPR HoldCo Preferred Stock and (b) authorization or issuance of securities by SPR HoldCo that are senior to the SPR HoldCo Preferred Stock with respect to dividend rights or on liquidation.

Article III
CERTAIN COVENANTS, AGREEMENTS AND ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.01. Governmental Filings; Consents

(a) The Parties shall cooperate with each other in determining whether any action by or in respect of, or filing with, any Governmental Authority is required in connection with the consummation of the Contemplated Transactions. Subject to the terms and conditions of this Agreement, including Section 8.01 , and the terms and conditions of the Merger Agreement, including Section 7.06(b) of the Merger Agreement, GPC and SpinCo shall use reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary to consummate and make effective as promptly as practicable the Contemplated Transactions, including using reasonable best efforts to obtain consents and approvals of all Governmental Authorities and other Persons necessary to consummate the Distribution and the other Contemplated Transactions. Except as otherwise expressly contemplated by another provision of the Transaction Documents, each Party shall bear its respective costs and expenses incurred in connection with obtaining such consents and approvals.

(b) Without limiting the provisions of this Section 3.01 , SpinCo agrees to provide such assurances as to financial capability, resources and creditworthiness as reasonably may be requested by any Governmental Authority, the consent or approval of which is sought or with whom a filing is made hereunder.

(c) The Parties agree that the level of efforts to obtain any approvals related to any Antitrust Law shall be governed by Section 7.06 of the Merger Agreement.

Section 3.02. SpinCo Debt; SPR Transfer

(a) On or before the Distribution Date, subject to the terms and conditions of Section 7.07 of the Merger Agreement, SpinCo shall enter into a definitive agreement or agreements providing for indebtedness in an aggregate principal amount equal to the SpinCo Borrowing Amount, which indebtedness shall consist of borrowings under a credit facility on the terms and conditions contemplated by the SpinCo Commitment Letter and Section 7.07 of the Merger Agreement (collectively, the “ SpinCo Debt ”).

(b) Between the date of this Agreement and the Distribution Effective Time, subject to the terms and conditions of Section 7.07 of the Merger Agreement, SpinCo shall incur the SpinCo Debt and receive the proceeds thereof. Immediately thereafter, in accordance with the steps contemplated by the Internal Reorganization, and in any event prior to the Distribution, GPC shall contribute 100% of the equity interests in SPR HoldCo to SpinCo and as consideration for, and substantially contemporaneously with, such contribution, SpinCo shall (i) issue and deliver to GPC a stock certificate representing the number of shares of SpinCo Common Stock determined pursuant to Section 2.04(c) of the Merger Agreement and (ii) prior to the Distribution Effective Time, pay to GPC the SpinCo Special Cash Payment by wire transfer of immediately available funds to one or more accounts designated in writing by GPC (collectively, the “ SPR Transfer ”).

Article IV
THE DISTRIBUTION

Section 4.01. Form of Distribution

. The Board of Directors of GPC (or a committee of the Board of Directors of GPC acting pursuant to delegated authority), in accordance with Section 14-2-640 of the Georgia Business Corporations Code, any applicable securities laws and the rules and regulations of the New York Stock Exchange, shall set the Record Date and the Distribution Date, which shall be the same as the Closing Date, and GPC shall establish appropriate procedures in connection with the Distribution. In connection with the Distribution, all shares of SpinCo Common Stock held by GPC on the Distribution Date will be distributed to Record Holders in the manner determined by GPC and in accordance with Section 4.02 .

Section 4.02. Manner of Effecting Distribution

(a) Subject to the terms and conditions established pursuant to Section 4.01 , each Record Holder shall be entitled to receive for each share of GPC Common Stock held by such Record Holder a number of shares of SpinCo Common Stock equal to the number of shares of SpinCo Common Stock held by GPC on the Distribution Date, multiplied by a fraction, the numerator of which is one and the denominator of which is the total number of shares of GPC Common Stock outstanding on the Record Date.

(b) No Party, nor any of its Affiliates, will be liable to any Person in respect of any shares of SpinCo Common Stock, or distributions in respect thereof, that are delivered to a public official in accordance with the provisions of any applicable escheat, abandoned property or similar Applicable Law.

Section 4.03. Actions Prior to the Distribution

(a) SpinCo shall cooperate with GPC to give effect to and accomplish the Distribution, including in connection with the preparation of all documents and the making of all filings required under Applicable Law in connection with the Distribution. GPC shall be entitled to direct and control the efforts of the Parties in connection with, and prior to, the Distribution, including the selection of an investment bank or banks to manage the Distribution, as well as any financial, legal, accounting and other advisors of GPC, and SpinCo shall use reasonable best efforts to take, or to cause to be taken, all actions and to do, or cause to be done, all other things reasonably necessary to facilitate the Distribution as reasonably directed by GPC. Without limiting the foregoing, prior to the Distribution, SpinCo shall and shall cause its employees, advisors, agents, accountants, counsel and other representatives to, as directed by GPC, reasonably cooperate in and take the following actions: (i) preparing and filing a registration statement or statements for the registration under the Securities Act or the Exchange Act, as applicable, on an appropriate registration form or forms designated by GPC; (ii) participating in meetings, drafting sessions, due diligence sessions, management presentation sessions, “road shows” and similar meetings or sessions in connection with the Distribution; (iii) furnishing to any dealer manager or similar agent participating in the Distribution (A) “comfort” letters from independent public accountants in customary form and covering such matters as are customary for an underwritten public offering (including with respect to events subsequent to the date of financial statements included in any offering document) and (B) opinions and negative assurance letters of counsel in customary form and covering such matters as reasonably may be requested; and (iv) furnishing all historical and forward-looking financial and other relevant financial and other information that is available to SpinCo and is reasonably required in connection with the Distribution.

(b) GPC and SpinCo shall prepare and mail, prior to the Distribution Date and in accordance with Applicable Law, to the holders of GPC Common Stock, such information concerning GPC, SpinCo and RMT Parent, their respective businesses, operations and management, the Distribution and such other matters as GPC reasonably shall determine and as may be required by Applicable Law. GPC and SpinCo shall prepare, and SpinCo shall, to the extent required by Applicable Law, file with the SEC any such documentation and any requisite no-action letter that GPC determines are necessary or desirable to effectuate the Distribution, and GPC and SpinCo each shall use reasonable best efforts to obtain all necessary approvals from the SEC with respect to the foregoing as soon as practicable.

(c) GPC and SpinCo shall take all actions as may be necessary or desirable under any applicable securities, “blue sky” or comparable laws of the United States, the

states and territories thereof and any foreign jurisdiction in connection with the Distribution.

(d) GPC and SpinCo shall take all actions and steps reasonably necessary and appropriate to cause the conditions to the Distribution set forth in Section 4.04 to be satisfied as soon as practicable and to effect the Distribution on the Distribution Date in accordance with this Agreement.

Section 4.04. Conditions Precedent to the Distribution

. The obligation of GPC to effect the Distribution shall be subject to the fulfillment or waiver (subject to Section 13.02 ) at or prior to the Distribution Date of each of the following conditions ( provided , however , that unless the Merger Agreement shall have been terminated in accordance with its terms, any such waiver shall be subject to the written consent of RMT Parent):

(a) Each Transaction Document shall have been executed and delivered by each party thereto; and

(b) Each of the conditions to the obligation of the parties to the Merger Agreement to consummate the Merger and effect the other transactions contemplated by the Merger Agreement shall have been satisfied or waived by the party entitled to the benefit thereto (other than those conditions that by their nature are to be satisfied contemporaneously with or immediately following the Distribution).

The foregoing conditions are for the benefit of GPC and shall not give rise to or create any duty on the part of GPC or the Board of Directors of GPC to waive or not waive any condition precedent under this Agreement or the Merger Agreement; provided , however , that the foregoing shall not limit RMT Parent’s rights under Section 7.09 of the Merger Agreement.

Section 4.05. Additional Matters in Connection with the Distribution

(a) GPC, SpinCo and the Agent appointed in connection with the Distribution, as applicable, shall be entitled to withhold and deduct from the consideration otherwise payable pursuant to this Agreement such amounts as are required to be withheld and deducted in connection with such payments under Applicable Law. Any withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons otherwise entitled thereto.

(b) Upon consummation of the Distribution, GPC shall deliver to the Agent a global certificate representing the SpinCo Common Stock being distributed in the Distribution for the account of the GPC stockholders that are entitled to such shares. The Agent shall hold such certificate or certificates, as the case may be, for the account of GPC stockholders pending the Merger, as provided in the Merger Agreement.

(c) From immediately after the Distribution Effective Time and to the Merger Effective Time, the shares of SpinCo Common Stock shall not be transferable and the transfer agent for the SpinCo Common Stock shall not transfer any shares of SpinCo

Common Stock. GPC shall give written notice of the Distribution Effective Time to the transfer agent with written authorization to proceed as set forth in Secti on 4.02 .

Article V
INFORMATION AND CONFIDENTIALITY

Section 5.01. Retention of Information

. Each of SpinCo and GPC shall preserve all books and records of and substantially related to the SpinCo Business that are in their respective possession or control for a period of six years commencing on the Distribution Date, and thereafter shall not destroy or dispose of such books and records without giving notice to the other Party of such pending disposal and offering to the other Party such books and records.

Section 5.02. Access to Information; Cooperation

(a) Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable privileges (including the attorney-client privilege), (y) this Section 5.02 and (z) the terms and conditions of any confidentiality or similar agreements between GPC or any of its Subsidiaries and a third party, including customers, vendors and distributors, from and after the Distribution Date, GPC shall, and shall cause the other GPC Companies to: (i) afford SpinCo and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, properties, agreements, records, books and affairs of GPC Companies, to the extent relating to the conduct of the SpinCo Business prior to the Distribution Effective Time, and provide copies of such information relating to the SpinCo Companies or the SpinCo Business as SpinCo may reasonably request for any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to the Transferred Assets, the SpinCo Companies or the SpinCo Business; and (ii) use reasonable best efforts to cooperate in the defense or pursuit of any claim or action that relates to occurrences involving the Transferred Assets, the SpinCo Companies or the SpinCo Business prior to the Distribution Date; provided that SpinCo shall reimburse GPC Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by GPC Companies in connection with any such defense, claim or action. SpinCo agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its Representatives under this Section 5.02 in accordance with the provisions of Section 5.04(a) ; provided , further , that if any applicable privilege or the terms and conditions of any confidentiality or similar agreement restrict the GPC Companies’ ability to make any such information available to SpinCo or its Representatives, the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not jeopardize such privilege or violate such agreement.

(b) Except as may be necessary to comply with any Applicable Laws and subject to (x) any applicable privileges (including the attorney-client privilege), (y) this Section 5.02(b) , and (z) the terms and conditions of any confidentiality or similar

agreements between any SpinCo Company and a third party, including customers, vendors and distributors, fro m and after the Distribution Date, SpinCo shall, and shall cause the other SpinCo Companies to: (i) afford GPC and its Representatives reasonable access upon reasonable prior notice during normal business hours, to all employees, offices, pr operties, agreements, records, books and affairs of the SpinCo Companies, to the extent relating to the SpinCo Business prior to the Distribution Effective Time, and provide copies of such information relating to the SpinCo Companies or the SpinCo Business as GPC may reasonably request for any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to the SpinCo Companies or the SpinCo Business prior to the Distribution Effective Time ; and (ii) use reasonable best efforts to cooperate in the defense or pursuit of any claim or action that relates to occurrences involving the SpinCo Companies or the SpinCo Business prior to the Distribution Date; provided that GPC shall rei mburse the SpinCo Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by SpinCo Companies in connection with any such defense, claim or action. GPC agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its Representatives under this Section 5.02(b) in accordance with the provisions of Section 5.04 .

Section 5.03. Ownership of Information

. Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article V , Article VII or the Tax Matters Agreement shall be deemed to remain the property of the providing Party. Unless specifically set forth or contemplated herein, nothing contained in this Agreement shall be construed as granting or conferring license rights or any other rights in any such information.

Section 5.04. Confidentiality

(a) SpinCo shall, and shall cause the other SpinCo Companies to, (i) treat and hold as confidential all Confidential Information of any GPC Company in the possession or control of the SpinCo Companies as of the Distribution Date, (ii) limit disclosure of all such GPC Company Confidential Information within SpinCo’s organization to officers, directors, employees, contractors and representatives of the SpinCo Companies who in each case are obligated to maintain the confidentiality of all such GPC Company Confidential Information and have a need to know such GPC Company Confidential Information in order to accomplish the purpose for which such GPC Company Confidential Information was disclosed or provided to, or retained by, the SpinCo Companies in accordance with this Agreement (and may disclose GPC Company Confidential Information pursuant to this clause (ii) only for so long as such purpose continues to be applicable to the SpinCo Business), and (iii) refrain from disclosing any such GPC Company Confidential Information to any other Person without the prior written consent of GPC, in each case for a period commencing on the date of this Agreement and continuing for so long as such GPC Company Confidential Information constitutes Confidential Information of any GPC Company. SpinCo shall, and shall cause the other SpinCo Companies to, use such GPC Company Confidential Information only

in connection with the purpose for which such GPC Company Confidential Information was disclosed or provided to, or retained by the SpinCo Business, in accordance with thi s Agreement, and for no other reason (and only for so long as such purpose continues to be applicable to the SpinCo Business). In the event any SpinCo Companies are requested or required (by oral or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such GPC Company Confidential Information, SpinCo shall notify GPC promptly of the request or requirement so that GPC, at its expense, may seek an appropriate protective order or waive compliance with this Section 5.04(a) .

(b) If, in the absence of a protective order or receipt of a waiver hereunder, any SpinCo Companies are, on the advice of counsel, compelled to disclose such GPC Company Confidential Information, such SpinCo Companies may so disclose such GPC Company Confidential Information; provided that SpinCo shall, and shall cause such other SpinCo Companies, as applicable, to, use reasonable best efforts to obtain reliable assurance that confidential treatment will be afforded to such GPC Company Confidential Information. Notwithstanding the foregoing, the provisions of this Section 5.04(b) shall not prohibit the disclosure of GPC Company Confidential Information by any SpinCo Companies to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) in connection with any insurance or benefits claims, (iv) to comply with Applicable Law or (v) in connection with asserting any rights or remedies or performing any obligations under any of the Transaction Documents. Notwithstanding the foregoing, the provisions of this Section 5.04(b) shall not apply to information that (x) is or becomes publicly available other than as a result of a disclosure by any SpinCo Company, (y) is or becomes available to a SpinCo Company on a non-confidential basis from a source that, to SpinCo’s or such SpinCo Company’s knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (z) following the Distribution, is independently developed by a SpinCo Company.

(c) GPC shall, and shall cause the other GPC Companies to, (i) treat and hold as confidential all Confidential Information of the SpinCo Companies in the possession or control of the GPC Companies as of the Distribution Date, (ii) limit disclosure of all such Confidential Information within GPC’s organization to officers, directors, employees, contractors and representatives of GPC Companies who in each case are obligated to maintain the confidentiality of all such Confidential Information and have a need to know such Confidential Information in order to accomplish the purpose for which such confidential formation was retained by the GPC Companies in accordance with this Agreement (and may disclose such Confidential Information pursuant to this clause (ii) only for so long as such purpose continues to be applicable to the GPC Companies), and (iii) refrain from disclosing any such Confidential Information to any other Person without the prior written consent of SpinCo, in each case for a period commencing on the date of this Agreement and continuing for so long as such Confidential Information constitutes confidential or proprietary information of any SpinCo Company. GPC shall, and shall cause the other GPC Companies to, use such Confidential Information only in connection with the purpose for which such Confidential Information was retained by the

GPC Companies in accordance with this Agreement, and for no other reason (and only for so long as such purpose continues to be applicable to the GPC Companies). In the ev ent any GPC Companies are requested or required (by oral or written request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any such Confidential Information, GPC shall notify SpinCo promptly of the request or requirement so that SpinCo, at its expense, may seek an appropriate protective order or waive compliance with this Section 5.04(c) .

(d) If, in the absence of a protective order or receipt of a waiver hereunder, any GPC Companies are, on the advice of counsel, compelled to disclose any such Confidential Information of the SpinCo Companies, such GPC Companies may so disclose such Confidential Information; provided that GPC shall, and shall cause such other GPC Companies, as applicable, to, use reasonable best efforts to obtain reliable assurance that confidential treatment will be afforded to such Confidential Information. Notwithstanding the foregoing, the provisions of this Section 5.04(d) shall not prohibit the disclosure of Confidential Information of the SpinCo Companies by any GPC Companies to the extent reasonably required (i) to prepare or complete any required Tax Returns or financial statements, (ii) in connection with audits or other proceedings by or on behalf of a Governmental Authority, (iii) in connection with any insurance or benefits claims, (iv) to comply with Applicable Law, (v) to provide services to any SpinCo Companies in accordance with the terms and conditions of any of the Transaction Documents or (vi) in connection with asserting any rights or remedies or performing any obligations under any of the Transaction Documents. Notwithstanding the foregoing, the provisions of this Section 5.04(d) shall not apply to information that (x) is or becomes publicly available other than as a result of a disclosure by any GPC Company, (y) is or becomes available to a GPC Company on a non-confidential basis from a source that, to GPC’s or such GPC Company’s knowledge, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (z) is or has been independently developed by a GPC Company.

Section 5.05. Privilege and Related Rights

(a) The Parties recognize that legal and other professional services that have been and will be provided prior to the Distribution Effective Time in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions in respect of the SpinCo Companies and the SpinCo Business have been and will be rendered for the collective benefit of each of the GPC Companies and the SpinCo Companies, and that each of the GPC Companies and the SpinCo Companies shall be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting any privileges, protections or doctrines that may be asserted under Applicable Law. With respect to such pre-Distribution services, the Parties agree as follows:

(i) GPC Counsel . Each of the parties identified on Schedule 5.05(a) (collectively, the “ GPC Counsel ”) has acted as counsel for the GPC Companies and the SpinCo Companies in connection with this Agreement, the other Transaction Documents and the Contemplated Transactions (the “ Transaction

Engagement ”) and not as counsel for any other Person, including RMT Parent and its Affiliates.

(ii) Transaction Engagement . Only the GPC Companies and the SpinCo Companies shall be considered clients of the GPC Counsel in the Transaction Engagement. Communications, including those constituting or pertaining to legal advice, between any one or more of the GPC Companies or any of the SpinCo Companies, on the one hand, and any of the GPC Counsel, on the other hand, shall be deemed to be subject to attorney-client privilege, work product protection or other privileges or protections that belong solely to the GPC Companies and not SpinCo or any other SpinCo Company to the extent such communications (or the specific portion thereof) relate to the Transaction Engagement (collectively, the “ Transaction Engagement Communications ”). Accordingly, RMT Parent and Merger Sub shall not have access to the Transaction Engagement Communications, or to any Transaction Engagement Communications in the files of the GPC Counsel, whether or not the Closing shall have occurred. Without limiting the generality of the foregoing, upon and after the Closing, (i) the GPC Companies shall be the sole holders of the attorney-client privilege, work product protection or other privileges or protections with respect to the Transaction Engagement Communications, and none of the SpinCo Companies, RMT Parent or Merger Sub shall be a holder thereof, (ii) to the extent that any Transaction Engagement Communications in the files of the GPC Counsel constitute property of a client, only the GPC Companies shall hold such property rights, and (iii) none of the GPC Counsel shall have any duty whatsoever to reveal or disclose any such Transaction Engagement Communications to the SpinCo Companies, RMT Parent or Merger Sub by reason of any attorney-client relationship between any of the GPC Counsel and any of the SpinCo Companies or otherwise, unless otherwise directed by a court order or the order of any Governmental Authority.

(b) The Parties agree that they shall have a shared privilege or protection, with equal right to assert or waive, subject to the restrictions in this Section 5.05 , with respect to all privileges, doctrines or protections not allocated pursuant to the terms of Section 5.05(a) . All privileges relating to any claims, proceedings, litigation, disputes or other matters that involve both a GPC Company and a SpinCo Company in respect of which both Parties retain any responsibility or Liability under this Agreement, or otherwise, shall be subject to a shared privilege among them.

(c) Subject to the provisions of Section 5.05(d) and Section 5.05(e) , no Party may waive any privilege, doctrine or protection that could be asserted under any Applicable Law and in which the other Party has a shared privilege, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. Each Party shall use its reasonable best efforts to preserve any privilege or protection held by the other Party if that privilege or protection is a shared privilege or protection or has been allocated to the other Party pursuant to Section 5.05(a) .

(d) In the event of any litigation or dispute between or among the Parties, or any members of thei r respective Groups, either such Party may waive a privilege or protection in which the other Party or member of such Group has a shared privilege or protection, without obtaining the consent of the other Party; provided , however , that such waiver of a sha red privilege or protection shall be effective only as to the use of Privileged Information with respect to the litigation or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver o f the shared privilege with respect to third parties .

(e) If a dispute arises between the Parties or their respective Subsidiaries regarding whether a privilege or protection should be waived to protect or advance the interest of either Party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of the other Party, and shall not unreasonably withhold, condition or delay consent to any request for waiver by the other Party. Each Party specifically agrees that it will not withhold, condition or delay consent to waiver for any purpose other than to protect its own legitimate interests.

(f) Upon receipt by either Party or by any Subsidiary thereof of any subpoena, discovery or other request that calls for the production or disclosure of information subject to a shared privilege or protection, or as to which the other Party has the sole right hereunder to assert a privilege or protection, or if either Party obtains knowledge that any of its or any of its Subsidiaries’ current or former directors, officers, agents or employees have received any subpoena, discovery or other request that calls for the production or disclosure of such Privileged Information, such Party shall promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the Privileged Information and to assert any rights it or they may have under this Section 5.05 or otherwise to prevent the production or disclosure of such Privileged Information.

(g) The transfer of all Privileged Information pursuant to this Agreement is made in reliance on the agreement of GPC and SpinCo as set forth in Section 5.04 and this Section 5.05 to maintain the confidentiality of Privileged Information and to assert and maintain all applicable privileges, doctrines or protections. Nothing provided for herein or in any other Transaction Document shall be deemed a waiver of any privilege, doctrine or protection that has been or may be asserted under this Agreement or otherwise.

Section 5.06. Other Agreements

. Except as otherwise expressly provided in this Article V , the rights and obligations granted under this Article V shall be subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of data and information set forth in any other Transaction Document.

Article VI
DISCLAIMER; NO REPRESENTATIONS OR WARRANTIES

Section 6.01. Disclaimer; No Representations or Warranties

. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS, EACH PARTY ON BEHALF OF ITSELF AND EACH OF ITS AFFILIATES UNDERSTANDS AND AGREES THAT NEITHER PARTY NOR ANY OF ITS AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, TO THE OTHER PARTY OR ANY OF ITS AFFILIATES OR TO ANY OTHER PERSON IN RESPECT OF THE CONTEMPLATED TRANSACTIONS OR ANY INFORMATION THAT MAY HAVE BEEN EXCHANGED OR PROVIDED PURSUANT TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, (I) NEITHER GPC NOR ANY OF ITS AFFILIATES HAS MADE OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATIONS OR WARRANTIES IN ANY PRESENTATION OR WRITTEN INFORMATION RELATING TO THE SPINCO BUSINESS GIVEN OR TO BE GIVEN IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS OR IN ANY FILING MADE OR TO BE MADE BY OR ON BEHALF OF GPC OR ANY OF ITS AFFILIATES WITH ANY GOVERNMENTAL AUTHORITY, AND NO STATEMENT MADE IN ANY SUCH PRESENTATION OR WRITTEN MATERIALS, MADE IN ANY SUCH FILING OR CONTAINED IN ANY SUCH OTHER INFORMATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE, AND (II) GPC, ON ITS OWN BEHALF AND ON BEHALF OF THE OTHER GPC COMPANIES, EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES OF MERCHANTABILITY. SPINCO ACKNOWLEDGES THAT GPC HAS INFORMED IT THAT NO PERSON HAS BEEN AUTHORIZED BY GPC OR ANY OF ITS AFFILIATES TO MAKE ANY REPRESENTATION OR WARRANTY IN RESPECT OF THE SPINCO BUSINESS OR IN CONNECTION WITH THE CONTEMPLATED TRANSACTIONS, UNLESS IN WRITING AND CONTAINED IN THIS AGREEMENT OR IN ANY OF THE OTHER TRANSACTION DOCUMENTS TO WHICH THEY ARE A PARTY.

Article VII
INDEMNIFICATION; LIMITATION OF LIABILITY

Section 7.01. Remedies

. It is understood and agreed that (a) after the Distribution, the sole and exclusive remedy with respect to any breach of this Agreement shall be a claim for Damages (whether in contract, in tort or otherwise, and whether in law, in equity or both) made pursuant to, and subject to the limitations of, this Article VII ; provided , however , that notwithstanding the foregoing, nothing in this Article VII shall limit the right of any Party (i) to pursue an action for or to seek remedies with respect to claims for Fraud or Willful Breach or (ii) to seek specific performance or other equitable relief; and (b) before the Distribution, indemnification under this Article VII shall not apply.

Section 7.02. Indemnification

(a) Effective as of the Distribution Date and subject to the limitations set forth in Section 7.04 , SpinCo hereby indemnifies GPC, its Affiliates, and their respective Representatives (together, in each case, with their respective successors and permitted assigns, the “ GPC Indemnified Parties ”) against, and agrees to hold them harmless from, any and all Damages arising out of, resulting from or related to (i) any breach by SpinCo or any SpinCo Company of, or failure by SpinCo or any SpinCo Company to perform, any covenants, agreements or obligations to be performed by SpinCo or the SpinCo Companies pursuant to this Agreement or (ii) except to the extent subject to indemnification by GPC under this Agreement or with respect to matters addressed by the Tax Matters Agreement, any Liabilities or claims, other than Excluded Liabilities, relating to the SpinCo Companies or arising out of the conduct of the SpinCo Business.

(b) Effective as of the Distribution Effective Time and subject to the limitations set forth in Section 7.04 , GPC hereby indemnifies SpinCo, its Affiliates and their respective Representatives (together, in each case, with their respective successors and permitted assigns, the “ SpinCo Indemnified Parties ”) against, and agrees to hold them harmless from, any and all Damages arising out of, resulting from or related to (i) any breach by GPC or any GPC Company of, or failure by GPC or any GPC Company to perform, any covenants, agreements or obligations to be performed by GPC or the GPC Companies pursuant to this Agreement or (ii) any Excluded Liability (including any GPC Company’s failure to perform or in due course pay or discharge any Excluded Liability).

Section 7.03. Procedures

(a) If any GPC Indemnified Party shall seek indemnification pursuant to Section 7.02(a) , or if any SpinCo Indemnified Party shall seek indemnification pursuant to Section 7.02(b) , the Person seeking indemnification (the “ Indemnified Person ”) shall give written notice to the Party from whom such indemnification is sought (the “ Indemnifying Party ”) promptly (and in any event within 10 days) after the Indemnified Person (or, if the Indemnified Person is a corporation, any officer or director of the Indemnified Person) becomes aware of the facts giving rise to such claim for indemnification (an “ Indemnified Claim ”), which notice shall specify in reasonable detail the factual basis of the Indemnified Claim, state the amount of Damages (or if not known, a good faith estimate of the amount of Damages) and the method of computation thereof, contain a reference to the provision of this Agreement in respect of which such Indemnified Claim arises and demand indemnification therefor. The failure of an Indemnified Person to provide notice in accordance with this Section 7.03(a) , or any delay in providing such notice, shall not constitute a waiver of that Person’s claims to indemnification pursuant to Section 7.02 , except to the extent that any such failure or delay in giving notice causes the amounts paid or to be paid by the Indemnifying Party to be greater than they otherwise would have been or otherwise results in prejudice to the Indemnifying Party. If the Indemnified Claim arises from the assertion of any claim, or the commencement of any Proceeding, brought by a Person that is not a GPC Company or a SpinCo Company (a “ Third Party Claim ”), any such notice to the Indemnifying Party

shall be accompanied by a copy of any pap ers theretofore served on or delivered to the Indemnified Person in connection with such Third Party Claim .

(b) In the event of receipt of notice of a Third Party Claim from an Indemnified Person pursuant to Section 7.03(a) , the Indemnifying Party will be entitled to assume the defense and control of such Third Party Claim subject to the provisions of this Section 7.03(b) ; provided , however , that if (i) in the reasonable judgment of the Indemnified Person, after consultation with outside counsel, there exists a conflict of interest between the Indemnifying Party and the applicable Indemnified Person in the defense of such Third Party Claim by the Indemnifying Party, (ii) the party making such Third Party Claim is a Governmental Authority with regulatory or other authority over the Indemnified Person or any of its material assets or (iii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, then, in each case, the Indemnified Person may assume its own defense and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection with such defense. After written notice by the Indemnifying Party to the Indemnified Person of its election to assume the defense and control of a Third Party Claim, the Indemnifying Party shall not be liable to such Indemnified Person for any legal fees or expenses subsequently incurred by such Indemnified Person in connection therewith. Notwithstanding anything in this Section 7.03(b) to the contrary, until such time as the Indemnifying Party assumes the defense and control of a Third Party Claim as provided in this Section 7.03(b) , the Indemnified Person shall have the right to defend such Third Party Claim, subject to the limitations set forth in this Section 7.03(b) , in such manner as it may deem appropriate. Without regard to whether the Indemnifying Party or the Indemnified Person is defending and controlling any such Third Party Claim, it shall select counsel, contractors, experts and consultants of recognized standing and competence, shall take reasonable steps necessary in the investigation, defense or settlement thereof, and shall diligently and promptly pursue the resolution thereof. The Party conducting the defense thereof shall at all times act as if all Damages relating to the Third Party Claim were for its own account and shall act in good faith and with reasonable prudence to minimize Damages therefrom. The Indemnified Person shall, and shall cause each of its Affiliates and Representatives to, cooperate fully with the Indemnifying Party in connection with any Third Party Claim.

(c) The Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claims, and the Indemnified Person shall consent to a settlement of, or the entry of any judgment arising from, such Third Party Claims, if (A) such settlement shall not encumber any of the assets of any Indemnified Person or contain any restriction or condition that would apply to such Indemnified Person or to the conduct of that Person’s business, (B) such settlement or entry of judgment does not contain or involve an admission or statement providing for or acknowledging any liability or criminal wrongdoing on behalf of the Indemnified Person or any of its Affiliates, (C) such settlement provides for no injunctive or non-monetary relief and (D) such settlement contains as a condition thereto, a complete release of the Indemnified Person. No settlement or entry of judgment in respect of any Third Party Claim shall be consented to by any Indemnified Person without the express written consent of the Indemnifying Party.

(d) If an Indemnifying Party makes any payment on an Indemnified Claim, the Indemnifying Part y shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Person to any insurance benefits or other claims or benefits of the Indemnified Person with respect to such claim.

Section 7.04. Limitations

. Notwithstanding anything to the contrary in this Agreement or in any of the Transaction Documents:

(a) Each Party shall, and shall cause its Subsidiaries (and its and the Subsidiaries’ Representatives), to take all reasonable steps to mitigate Damages subject to indemnification under this Article VII upon and after becoming aware of any event that reasonably could be expected to give rise to any such Damages, and indemnification shall not be available under this Article VII to the extent any such Damages are attributable to a failure of any such Person to take reasonable steps to mitigate such Damages;

(b) No GPC Indemnified Party or SpinCo Indemnified Party shall be entitled to payment or indemnification more than once with respect to the same matter (including by being taken into account in the determination of the amounts payable pursuant to Section 2.07 ); and

(c) No Party shall be entitled to set off, or shall have any right of set off, in respect of any Damages under this Article VII against any payments to be made by such Party under this Agreement or any other Transaction Document.

Article VIII
FURTHER ASSURANCES AND ADDITIONAL COVENANTS

Section 8.01. Further Assurances

. Subject to the terms and conditions of this Agreement, before and after the Distribution each Party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, advisable or desirable under any Applicable Law, to consummate or implement the Contemplated Transactions; provided , however , that the foregoing shall not be deemed to require either Party to waive compliance by the other Party and its Affiliates of its respective covenants or obligations under this Agreement or to waive any conditions precedent required to be satisfied by the other Party. GPC and SpinCo shall execute and deliver, and shall cause GPC Companies and SpinCo Companies, respectively, as appropriate or required and as the case may be, to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be necessary, proper, advisable or desirable to consummate or implement the Contemplated Transactions. In furtherance and not in limitation of the foregoing, to the extent a Transaction Document provides for a GPC Company (other than GPC) or another SpinCo Company (other than SpinCo) to take or refrain from taking any action, GPC shall cause every other GPC Company, and SpinCo shall cause every other SpinCo Company, to abide by the terms of the Transaction Document as if each such Party and GPC Company or SpinCo Company, as the case may be, was a signatory to the Transaction Documents. Except as otherwise expressly set forth in the Transaction Documents, nothing in this Section 8.01 or in any other provision of this Agreement shall

require any GPC Companies or SpinCo Companies to make any payments in order to obtain any consents or approvals necessary, proper, advisable or desirable in connection with the consummation of the Contemplated Transactions .

Section 8.02. Insurance

(a) Except as otherwise may be agreed in writing by the Parties, GPC shall not have any obligation to maintain any form of insurance covering all or any part of the SpinCo Companies or the employees thereof after the Merger Effective Time or to make any monetary payment in connection with any such policy.

(b) For any claim asserted against SpinCo or any SpinCo Company prior to or after the Distribution Effective Time arising out of an occurrence taking place prior to the Distribution Effective Time (“ Post-Closing Claims ”), SpinCo and each SpinCo Company may access coverage under the occurrence-based insurance policies of GPC or its Subsidiaries (as applicable) issued or in place prior to the Distribution Effective Time under which SpinCo or any other SpinCo Company is insured (the “ Pre-Closing Occurrence Based Policies ”), to the extent such insurance coverage exists. After the Distribution Effective Time, the SpinCo Companies may seek coverage for any Post-Closing Claim under any applicable Pre-Closing Occurrence Based Policies, to the extent such insurance coverage exists, and GPC and its Subsidiaries (as applicable) shall cooperate with SpinCo and the SpinCo Companies in connection with the tendering of such claims; provided , however , that: (i) SpinCo or the SpinCo Companies shall promptly notify GPC of all such Post-Closing Claims; and (ii) SpinCo shall be responsible for the satisfaction or payment of any applicable retention, deductible or retrospective premium with respect to any Post-Closing Claim and shall reimburse to GPC and its Subsidiaries all reasonable out of pocket costs and expenses incurred in connection with such claims. In the event that a Post-Closing Claim relates to the same occurrence for which GPC or its Subsidiaries is seeking coverage under Pre-Closing Occurrence Based Policies, and the limits under an applicable Pre-Closing Occurrence Based Policy are not sufficient to fund all covered claims of SpinCo or any SpinCo Company (as applicable) and GPC or its Subsidiaries (as applicable), amounts due under such a Pre-Closing Occurrence Based Policy shall be paid to the respective entities in proportion to the amounts which otherwise would be due were the limits of liability infinite.

Section 8.03. Non-Solicitation of Employees

(a) For a period of eighteen months after the Distribution Date, neither SpinCo nor any of its Affiliates shall, without the prior written approval of GPC, directly or indirectly solicit any non-administrative employees of any GPC Company to terminate his or her employment relationship with GPC or any of its Subsidiaries; provided , however , that the foregoing shall not apply to any employee solicited or hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit employees of a GPC Company) or as a result of the use of advertisements and other general solicitation not specifically directed to employees of a GPC Company.

(b) For a period of eighteen months after the Distribution Date, neither GPC nor any of its Subsidiaries shall, without the prior written approval of SpinCo, directly or indirectly solici t any non-administrative employees of the SpinCo Business as of the Distribution Date to terminate his or her employment relationship with any SpinCo Company; provided , however , that the foregoing shall not apply to any employee solicited or hired as a res ult of the use of an independent employment agency (so long as the agency was not directed to solicit employees of the SpinCo Business) or as a result of the use of advertisements and other general solicitation not specifically directed to employees of the SpinCo Business.

Article IX
TAX MATTERS

Section 9.01. Tax Matters

. Neither this Agreement nor any Transaction Document (other than the Tax Matters Agreement) shall govern Tax matters (including any administrative, procedural and related matters thereto, “ Tax Matters ”), except as otherwise expressly provided herein or therein. Tax Matters shall be exclusively governed by the Tax Matters Agreement.

Section 9.02. Bulk Sales Laws

. Each Party, on behalf of itself and each of the other members of its Group, hereby waives compliance with the requirements and provisions of all Applicable Laws in respect of “bulk sales” or “bulk transfers” in any jurisdiction that may be applicable to any Transfer of the Transferred Assets.

Article X
TRANSITION SERVICES

Section 10.01. Transition Services Agreement

. From and after the Distribution Effective Time, GPC agrees to provide transition services to the SpinCo Companies as set forth in the Transition Services Agreement. In the event of any inconsistency regarding transition service matters between the Transition Services Agreement and this Agreement, the Transition Services Agreement shall govern to the extent of the inconsistency.

Section 10.02. Supply Chain Transition Services Agreement

. From and after the Distribution Effective Time, GPC agrees to provide supply chain transition services to the SpinCo Companies as set forth in the Supply Chain Transition Services Agreement. In the event of any inconsistency regarding transition services matters between the Supply Chain Transition Services Agreement and this Agreement, the Supply Chain Transition Services Agreement shall govern to the extent of the inconsistency.

Section 10.03. Day One Readiness

(a) For the purpose of allowing and enabling the SpinCo Companies and RMT Parent, as applicable, to prepare to receive transfer of the Transferred Assets on the Distribution Date, to receive the transition services contemplated by the Transition Services Agreement and the Supply Chain Transition Services Agreement and to operate the SpinCo Business on the Distribution Date (“ Day-One Readiness ”), the Parties shall,

as soon as practicable after the date of this Agreement, prepare in good faith a plan for Day-One Readiness, the purpose of which is to facilitate Day-One Readiness (the “ Day-One Plan ”). Each Party shall use its commercially reasonable efforts to implement the tasks contemplated to be taken by it in the Day-One Plan on the terms and conditions, and within the scheduled time periods, outlined in the Day-One Plan; provided that (i) neith er Party shall be obligated to incur any liability, obligation or out-of-pocket cost or expense (other than Compensated Expenses) relating to the Day-One Plan prior to the Distribution Date and (ii) the Parties acknowledge that the time periods set forth i n the Day-One Plan may shift based on various factors that arise after the development of the Day-One Plan. Among other actions, the Day-One Plan shall include the actions set forth on Schedule 10.03(a) . From and after the Distribution Effective Time, neither Party shall have any liability to the other with respect to the design or implementation of the Day-One Plan.

(b) To the extent that, as of the Distribution Date, any of the actions, deliverables or plans contemplated under the Day-One Plan have not been accomplished, the Parties shall cooperate in good faith and use commercially reasonable efforts to design and implement one or more workaround solutions to facilitate Day-One Readiness on and after the Distribution Date; provided that any liabilities, costs or expenses incurred by any GPC Company in connection therewith shall be promptly reimbursed by SpinCo.

Article XI
REAL PROPERTY MATTERS

Section 11.01. Leased Premises

. The Parties shall cooperate with each other and use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable to effect the lease, effective immediately prior to the Distribution Effective Time, of the Leased Premises to the SpinCo Companies on the terms and conditions set forth in the Leases.

Article XII
TERMINATION

Section 12.01. Termination

. This Agreement shall terminate without further action at any time before the Closing upon termination of the Merger Agreement.

Section 12.02. Effect of Termination

. In the event of any termination of this Agreement pursuant to Section 12.01 prior to the Closing, and except as provided in the Merger Agreement, neither Party nor any of its Affiliates shall have any liability or further obligation to the other Party or any of its Affiliates under this Agreement or in respect of the transactions contemplated hereby.

Article XIII
MISCELLANEOUS

Section 13.01. Notices

. All notices, requests and other communications to any Party hereunder shall be in writing (including email) and shall be given:

if to GPC:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Treg S. Brown

Scott Smith
Christopher T. Galla

E-mail: Treg_Brown@genpt.com
Scott_Smith@genpt.com
Chris_Galla@genpt.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: John H. Butler
Email: john.butler@davispolk.com

if to SpinCo prior to the Merger Effective Time:

Rhino SpinCo, Inc.
c/o Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Treg S. Brown

Scott Smith
Christopher T. Galla

E-mail: Treg_Brown@genpt.com
Scott_Smith@genpt.com
Chris_Galla@genpt.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: John H. Butler
Email: john.butler@davispolk.com

if t o SpinCo after the Merger Effective Time:

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
Attention: Charles W. Mulaney, Jr.
Email: charles.mulaney@skadden.com

or to such other address or email address and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Party. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when email is transmitted (so long as receipt is requested and received) (or if that day is not a Business Day, on the first following day that is a Business Day) and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 13.01 (or such other address as a Party hereafter may specify by notice to the other Parties).

Section 13.02. Amendments; Waivers

(a) This Agreement and the Exhibits, Schedules and Attachments hereto may be amended, and any provision of this Agreement and the Exhibits, Schedules and Attachments hereto may be waived, if and only if such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective, in each case subject to the prior written consent of RMT Parent pursuant to Section 7.14 of the Merger Agreement.

that is entitled to the benefit thereof, but only by a written notice signed by such Party expressly waiving such term, covenant or condition. The waiver by any Party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Section 13.03. Expenses

. Except as otherwise provided in this Agreement or any other Transaction Document, all costs and expenses incurred in connection with the preparation and negotiation of this Agreement and the Contemplated Transactions (including costs and expenses attributable to the Transfer of the Assets as contemplated herein) shall be paid by the Party incurring such costs or expenses.

Section 13.04. Successors and Assigns

. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer, directly or indirectly, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, (i) after the Distribution Date, SpinCo may assign or transfer its rights under this Agreement to any of its wholly-owned Subsidiaries and (ii) no assignment, delegation or other transfer of rights under this Agreement shall relieve the assignor of any liability or obligation hereunder. Any attempted assignment, delegation or transfer in violation of this Section 13.04 shall be void.

Section 13.05. Construction

. As used in this Agreement, any reference to the masculine, feminine or neuter gender shall include all genders, the plural shall include the singular, and the singular shall include the plural. References in this Agreement to a Party or other Person include their respective successors and assigns. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation” unless such phrase otherwise appears. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, Schedules and Attachments shall be deemed references to Articles and Sections of, and Exhibits, Schedules and Attachments to this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”. With regard to each and every term and condition of this Agreement, the Parties understand and agree that, if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requested any term or condition of this Agreement. All references in this Agreement to “dollars” or “$” shall mean United States dollars. Any period of time hereunder ending on a day that is not a Business Day shall be extended to the next Business Day. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

Section 13.06. Entire Agreement

. This Agreement, the other Transaction Documents and any other agreements contemplated hereby or thereby, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. Except as expressly provided herein, neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties (and their successors and permitted assigns) any rights or remedies hereunder.

Section 13.07. Counterparts; Effectiveness

. This Agreement may be signed in any number of counterparts (including by facsimile or PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

Section 13.08. Governing Law

. This Agreement shall be construed in accordance with and governed by federal law and by the laws of the State of Delaware (without regard to the choice of law provisions thereof).

Section 13.09. Dispute Resolution; Consent to Jurisdiction

(a) Any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement shall be brought 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), and each of the Parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Process in any such Proceeding may be served on any Party anywhere in the world, whether within or without the State of Delaware. Without limiting the foregoing, GPC and SpinCo agree that service of process upon such Party at the address referred to in Section 13.01 (or such other address as may be specified in accordance with Section 13.01 shall be deemed effective service of process upon such Party).

(b) EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

Section 13.10. Severability

. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The application of such invalid or unenforceable provision to Persons or

circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction or determined to be impermissible by any Governmental Authority, GPC and SpinCo agree to use reasonable best efforts to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited, unenforceable or impermissible provision.

Section 13.11. Captions

. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

Section 13.12. Specific Performance

. Each Party acknowledges that, from and after the Distribution Date, money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach would cause the other Party irreparable harm. Accordingly, each Party also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, the other Party shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other Party at law or in equity.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.6

IN WITNESS WHEREOF, the Parties have c aused this Agreement to be duly executed under seal by their respective authorized representatives on the day and year first above written.


GENUINE PARTS COMPANY
By:	/s/ Treg Brown
Name:	Treg Brown
Title:	Senior Vice President


RHINO SPINCO, INC.
By:	/s/ Treg Brown
Name:	Treg Brown
Title:	Assistant Vice President

[ Signature Page to the Separation Agreement ]

Exhibit A

Definitions

(a)	The following terms have the following meanings:

[*]

“ Acquisition Expenditures of RMT Parent ” means, from the date hereof until any time of determination, the aggregate cash consideration paid or funded by RMT Parent and its Subsidiaries in respect of acquisitions and investments made (i) in accordance with Section 6.02(a)(v)(A) of the Merger Agreement or (ii) with the express written consent of GPC.

“ Acquisition Expenditures of SpinCo ” means, from the date hereof until any time of determination, the aggregate cash consideration paid or funded by any GPC Company (as defined in the Merger Agreement) in respect of acquisitions and investments made (i) in accordance with Section 6.01 (a)(v)(A) of the Merger Agreement or (ii) with the express written consent of RMT Parent.

“ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such specified Person. For purposes of determining whether a Person is an Affiliate, the term “ control ” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of securities, contract or otherwise.

“ Affiliated Transferors ” means any Affiliate of GPC (other than a SpinCo Company) that owns, licenses or leases any of the Assets that constitute Transferred Assets.

“ Agent ” means the Exchange Agent appointed pursuant to the Merger Agreement.

“ Antitrust Law ” has the meaning set forth in the Merger Agreement.

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“ Assets ” means all assets, properties, rights, licenses, permits, Contracts, Intellectual Property, causes of action and business of every kind and descriptio n, wherever located, real, personal or mixed, tangible or intangible.

“ Bill of Sale ” means any bill of sale to be entered into by GPC and the Affiliated Transferors and SpinCo and/or any other SpinCo Companies designated in writing by SpinCo in substantially the form attached as Attachment VIII .

“ Books and Records ” means any books, records, files and papers, whether in written, oral, electronic or other tangible or intangible form, including books of account, invoices, engineering information, sales and promotional literature, manuals, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers, personnel and employment records of present and former employees, and documentation developed or used for accounting, marketing, engineering, manufacturing or any other purpose.

“ Business Day ” means a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“ Cash of RMT Parent ” means, as of any time of determination, the consolidated cash and cash equivalents of RMT Parent and its Subsidiaries at such time, determined in accordance with the Accounting Principles and net of any unpaid costs, fees and expenses of professional advisors incurred in connection with the Merger.

“ Cash of SpinCo ” means, as of any time of determination, the consolidated cash and cash equivalents of the SpinCo Companies at such time (after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the Internal Reorganization Cash Payments), determined in accordance with the Accounting Principles and net of any unpaid costs, fees and expenses of professional advisors incurred in connection with the Separation, the Distribution and the Merger; provided that to the extent that such unpaid amounts are reflected in Net Working Capital for the purposes of calculating the SpinCo Special Cash Payment, such amounts shall not be deducted in calculating Cash of SpinCo.

“ 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.

“ Compensated Expenses ” means the aggregate amount of all costs and expenses incurred by the Parties pursuant to Section 10.03 with the prior written consent of RMT Parent.

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“ Confidential Information ” of a Person, means all confidentia l, proprietary or non-public information of such Person.

“ Contemplated Transactions ” means the transactions contemplated by the Transaction Documents.

“ Contract ” has the meaning set forth in the Merger Agreement.

“ Cut-Off Time ” means the time immediately prior to the Distribution.

“ Damages ” means all assessments, losses, damages, costs, expenses, liabilities, judgments, awards, fines, sanctions, penalties, charges and amounts paid in settlement, including reasonable costs, fees and expenses of attorneys, accountants and other agents or representatives of such Person (with such amounts to be determined net of any refund or reimbursement of any portion of such amounts actually received or realized, including reimbursement by way of insurance or third party indemnification), but specifically excluding (i) any costs incurred by or allocated to an Indemnified Person with respect to time spent by employees of the Indemnified Person or any of its Affiliates or (ii) any lost profits or opportunity costs, or any special, punitive or consequential damages (except in any such case to the extent assessed in connection with a third party claim or except to the extent such damages are the reasonable and foreseeable result of the matter in question).

“ Data ” means, whether in written, oral, electronic or other tangible or intangible forms, stored in any medium, the following: financial and business information, including rates and pricing data and information, earnings reports and forecasts, macro-economic reports and forecasts, marketing plans, business and strategic plans, general market evaluations and surveys, budgets, accounting, financing and credit-related information, quality assurance policies, procedures and specifications, customer information and lists, and business and other processes, procedures and policies (including for example handbooks and manuals, control procedures, and process descriptions), including any blueprints, diagrams, flow charts, or other charts, user manuals, training manuals, training materials, and documentation, and other financial or business information.

“ Distribution Date ” means the date on which the Distribution is consummated.

“ Distribution Effective Time ” means the time established by GPC as the effective time of the Distribution, Eastern Time, on the Distribution Date.

[*]

“ Equity Conversion Ratio ” means, as of any date, the quotient of (i) the GPC Stock Value as of such date divided by (ii) the RMT Parent Stock Value as of such date.

“ Estimated Net Debt of RMT Parent ” means the difference of (a) Indebtedness of RMT Parent on a consolidated basis as of 11:59 p.m. Eastern Time on the last day of the Reference Month minus (b) Cash of RMT Parent as of such time minus (c) Acquisition Expenditures of RMT Parent as of such time.

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“ Estimated Net Debt of SpinCo ” means the difference of (a) Indebtedness of SpinCo on a consolidated basis as of 11:59 p.m. Eastern Time on the last day of the Reference Month (and after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments) minus (b) Cash of SpinCo on a consolidated basis as of such time (and after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments) minus (c) Acquisition Expenditures of SpinCo as of such time.

“ Estimated Net Working Capital ” means Net Working Capital as of 11:59 p.m. Eastern Time on the last day of the Reference Month.

“ Estimated Net Working Capital Adjustment ” means (i) $0 if Estimated Net Working Capital reflected on the Estimated Statement is equal to or greater than the Lower Working Capital Target and less than or equal to the Upper Working Capital Target, (ii) the amount by which Estimated Net Working Capital reflected on the Estimated Statement is greater than the Upper Working Capital Target or (iii) the product of (x) the amount by which Estimated Net Working Capital reflected on the Estimated Statement is less than the Lower Working Capital Target multiplied by (y) negative 1 (-1).

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Excluded Liabilities ” means the following Liabilities:

(i) all Liabilities of the GPC Companies, or their predecessors (other than the SpinCo Companies and their predecessors), that are not SpinCo Liabilities;

(ii) all Liabilities of the GPC Companies in respect of indebtedness for borrowed money (excluding any guarantees by or other obligations of the GPC Companies relating to the SpinCo Financing Agreements, including the SpinCo Debt);

(iii) all Liabilities expressly assumed by a GPC Company pursuant to this Agreement or any other Transaction Document;

(iv) all Liabilities that will be terminated, satisfied and/or settled pursuant to Section 2.05 , excluding for the avoidance of doubt any Liabilities set forth on Schedule 2.05(a) or Intercompany Accounts set forth on Schedule 2.05(b) ; and

(v) all Liabilities of the SpinCo Companies relating to any non-compliance by any GPC Company with any Environmental Law (as defined in the Merger Agreement) or Title IV of ERISA (as defined in the Merger Agreement), in each case to the extent imposed on a SpinCo Company on a joint and several basis solely by virtue of the SpinCo Companies having been Affiliates of the GPC Companies prior to the consummation of the Distribution.

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“ Final Net Debt of RMT Parent ” means the difference of (a) Indebtedness of RMT Parent on a consolidated basis as of the Cut-Off Time minus (b) Cash of RMT Parent as of such time minus (c) Acquisition Expenditures of RMT Parent as of such time.

“ Final Net Debt of SpinCo ” means the difference of (a) Indebtedness of SpinCo on a consolidated basis as of the Cut-Off Time (and after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments) minus (b) Cash of SpinCo on a consolidated basis as of such time (and after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments) minus (c) Acquisition Expenditures of SpinCo as of such time.

“ Final Net Working Capital ” means Net Working Capital as of the Cut-Off Time.

“ Final Net Working Capital Adjustment ” means (i) $0 if Final Net Working Capital as determined in accordance with Section 2.07(c) is equal to or greater than that the Lower Working Capital Target and less than or equal to the Upper Working Capital Target, (ii) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is greater than the Upper Working Capital Target or (iii) the product of (x) the amount by which Final Net Working Capital as determined in accordance with Section 2.07(c) is less than the Lower Working Capital Target multiplied by (y) negative 1 (-1).

“ Final SpinCo Special Cash Payment ” means the sum of (i) $346,729,011, plus (ii) the Final Net Working Capital Adjustment (which may be positive or negative), minus (iii) an amount (which may be positive or negative) equal to the sum of (a) Final Net Debt of SpinCo as determined in accordance with Section 2.07(c) minus (b) $10,285,000 plus (iv) an amount (which may be positive or negative) equal to the sum of (a) Final Net Debt of RMT Parent as determined in accordance with Section 2.07(c) minus (b) $505,639,000, minus (v) any and all Internal Reorganization Cash Payments (other than the SpinCo Special Cash Payment) ), minus (vi) the RMT Parent Expense Reimbursement as determined in accordance with Section 2.07(c) , plus (vii) the SpinCo Expense Reimbursement as determined in accordance with Section 2.07(c) and minus (viii) the Equity Award True-up as determined in accordance with Section 2.07(c) .

“ Fraud ” has the meaning set forth in the Merger Agreement.

“ Governmental Authority ” means any multinational, foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

“ GPC Bonus Allocation ” means, with respect to any SpinCo Business Employee that is party to a Retention Agreement, the amount, if any, by which such SpinCo

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Business Employee’s annual bonus for the 2018 calendar year based on performance is less than 90% of such SpinCo Business Employee’s Target An nual Bonus (as defined in such SpinCo Business Employee’s Retention Agreement) for the 2018 calendar year.

“ GPC Common Stock ” means the common stock, par value $1.00 per share, of GPC.

“ GPC Companies ” means GPC and its Subsidiaries, other than the SpinCo Companies.

“ GPC Stock Value ” means, as of any date, the average, rounded to the nearest one ten thousandth, of the closing-sale prices of GPC Common Stock on the New York Stock Exchange as reported by The Wall Street Journal for the ten full trading days ending on (and including) the trading day preceding the date of calculation (or, if the date of calculation is after the Record Date, the number, if less, of full trading days commencing on the day after the Record Date and ending on (and including) the trading day preceding the date of calculation).

“ GPC RSU ” has the meaning set forth in the Merger Agreement.

“ GPC SAR ” has the meaning set forth in the Merger Agreement.

“ Group ” means (i) with respect to GPC, the GPC Companies and (ii) with respect to SPR, the SpinCo Companies.

“ Indebtedness of RMT Parent ” means, as of any time of determination, with respect to RMT Parent and its Subsidiaries as of such time, without duplication, all principal, accrued and unpaid interest and any other amounts due and owing in respect of (a) indebtedness for borrowed money, (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments, (c) obligations related to the deferred purchase price of property, goods or services (including all seller financing, earn-outs and similar contingent consideration), (d) obligations under any interest rate, currency, commodity or other hedging contract, (e) capital lease obligations, (f) amounts drawn under letters of credit or surety bonds, (g) obligations of the kinds listed on Schedule A-1 , (h) any stay bonus, transaction bonus, change in control bonus or similar payment payable to an RMT Parent Employee (as defined in the Merger Agreement) in connection with the consummation of the Contemplated Transactions (except to the extent that any such bonuses or payments become payable pursuant to the agreements listed in Schedule B ) and (i) the guarantee of any obligations of the type referred to in clauses (a) through (h) of any other Person.

“ Indebtedness of SpinCo ” means, as of any time of determination, with respect to the SpinCo Companies as of such time (and after giving pro forma effect to the Internal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments), without duplication, all principal, accrued and unpaid interest and any other amounts due and owing in respect of (a) indebtedness for borrowed money, (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments, (c) obligations related to the deferred purchase price of property, goods or

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services (including all seller financing, earn-outs and similar contingent consideration), (d) obligations under any interest rate, currency, commodity or other hedging contract, (e) cap ital lease obligations, (f) amounts drawn under letters of credit or surety bonds, (g) the aggregate principal amount of the outstanding SPR HoldCo Preferred Stock, (h) obligations of the kinds listed on Schedule A-2 , (i) any stay bonus, transaction bonus, change in control bonus or similar payment payable to a SpinCo Business Employee in connection with the consummation of the Contemplated Transactions, (j) the aggregate GPC Bonus Allocation with respect to all Retention Agreements (but excluding, for the avoidance of doubt, any other portion of the annual bonuses for the 2018 calendar year payable pursuant to the Retention Agreements), and (k) the guarantee of any obligations of the type referred to in clauses (a) through (j) of any other Person, but exclu ding, in each case, any obligations of the type referred to in clauses (a) through (j) owing from any SpinCo Company to any GPC Company (other than any SpinCo Company) that will be terminated, satisfied and/or settled pursuant to Section 2.05 .

“ Intellectual Property ” means the Intellectual Property as defined in the Merger Agreement.

“ Intercompany Accounts ” means any receivable, payable or loan between any member of GPC’s Group, on the one hand, and any member of SpinCo’s Group, on the other hand, that exists immediately prior to the Distribution Effective Time, except for (i) the Internal Reorganization Cash Payments and (ii) any such receivable, payable or loan that arises pursuant to this Agreement or any other Transaction Document.

“ Internal Reorganization Cash Payments ” means each of the cash payments made to the GPC Companies in the Internal Reorganization, including the SpinCo Special Cash Payment.

“ Leased Premises ” means the premises to be leased to the SpinCo Companies by GPC pursuant to the Leases.

“ Leases ” means leases for each of the premises set forth on Attachment VI , in each case on the terms set forth on Attachment VI and in the form attached as Attachment VII .

“ Liabilities ” means all liabilities and obligations of any kind, character or description, whether liquidated or unliquidated, known or unknown, fixed or contingent, accrued or unaccrued, absolute, determined, determinable or indeterminable, or otherwise.

“ Lower Working Capital Target ” means $470,000,000.

“ Merger Effective Time ” means the effective time of the Merger in accordance with the terms and conditions set forth in the Merger Agreement.

“ Net Working Capital ” means, as of any time of determination, the excess of consolidated current assets (other than Cash of SpinCo) over consolidated current liabilities (other than Indebtedness of SpinCo) of the SpinCo Companies as of such time

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(and after giving pro forma effect to the I nternal Reorganization, including the incurrence of the SpinCo Debt and the payment of the Internal Reorganization Cash Payments), in each case determined in accordance with the Accounting Principles.

“ Privileged Information ” means privileged or protected information (including communications by or to lawyers (including attorney client privileged communications), memos and other materials prepared by lawyers or under the direction of a lawyer (including attorney work product) and communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding).

“ Proceeding ” means any proceeding (public or private), litigation, suit, arbitration, dispute, demand, claim, action, cause of action, subpoena, inquiry or investigation before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

“ Record Date ” means the close of business on the date determined by the Board of Directors of GPC as the record date for determining stockholders of GPC entitled to receive shares of SpinCo Common Stock in the Distribution.

“ Record Holders ” means the record holders of GPC Common Stock as of the Record Date.

“ Reference Month ” means (i) if the Distribution Date occurs on or after the 15 ^th day of a given month, the month immediately preceding the month in which the Distribution Date occurs (i.e., if the Distribution Date is in October 2018, the Reference Month is September 2018) or (ii) if the Distribution Date occurs before the 15 ^th day of a given month, the month immediately preceding the last month ending prior to the month in which the Distribution Date occurs (i.e., if the Distribution Date is in October 2018, the Reference Month is August 2018).

“ Representatives ” means, with respect to a Person, each of its respective directors, officers, attorneys, accountants, employees, advisors or agents.

“ Retention Agreement ” means those certain Subsidiary Retention Agreements entered into between SPR and certain of the SpinCo Business Employees in contemplation of the transactions contemplated by the Merger Agreement, including any retention agreements entered into after the date hereof but prior to the Distribution Effective Time and disclosed in Section 6.01(a)(vi)(D) of the GPC Disclosure Letter.

“ RMT Parent Common Stock ” has the meaning set forth in the Merger Agreement.

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“ RMT Parent Expense Reimbursement ” means one-half of any Shared Expenses (as defined in the Merger Agreement) paid o r incurred by RMT Parent and its Subsidiaries.

“ RMT Parent Stock Value ” means, as of any date, the average, rounded to the nearest one ten thousandth, of the closing-sale prices of RMT Parent Common Stock on the Nasdaq Global Select Market as reported by The Wall Street Journal for the ten full trading days ending on (and including) the trading day preceding the date of calculation (or, if the date of calculation is after the Record Date, the number, if less, of full trading days commencing on the day after the Record Date and ending on (and including) the trading day preceding the date of calculation).

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933.

“ Signing Date RMT Parent Equivalent Equity Awards ” means the product of (i) the sum of (a) the aggregate net number of shares of GPC Common Stock into which all outstanding GPC SARs granted in calendar years 2015, 2016 or 2017 and held by SpinCo Business Employees as of the date hereof are convertible based on the GPC Stock Value as of the date hereof (determined based on the excess, if any, of such GPC Stock Value over the base price of the applicable GPC SARs) plus (b) the aggregate number of shares of GPC Common Stock subject to all outstanding GPC RSUs held by SpinCo Business Employees as of the date hereof (assuming (x) the granting on the date hereof of the 2018 GPC RSUs and the 2018 GPC Performance-RSUs at the levels set forth in the definitions above and (y) the achievement of target-level performance with respect to the performance periods applicable to the 2018 GPC Performance-RSUs) multiplied by (ii) the Equity Conversion Ratio as of the date hereof; provided that the calculation of Signing Date RMT Parent Equivalent Equity Awards shall not include the effect of any adjustment by GPC to GPC SARs or GPC RSUs pursuant to Section 15.1 of the Genuine Parts Company 2015 Incentive Plan and the Genuine Parts Company 2006 Long-Term Incentive Plan in connection with the Distribution in accordance with Section 4.03 of the GPC Disclosure Letter.

“ SpinCo Borrowing Amount ” means $400,000,000.

“ SpinCo Business Employee ” has the meaning set forth in the Merger Agreement.

“ SpinCo Commitment Letter ” has the meaning set forth in the Merger Agreement.

“ SpinCo Common Stock ” means the common stock, par value $0.01 per share, of SpinCo.

“ SpinCo Companies ” means (i) prior to the Internal Reorganization, SpinCo and the SPR Entities and (ii) after the Internal Reorganization, SpinCo and its Subsidiaries.

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“ Spin Co Expense Reimbursement ” means the sum of (i) all Compensated Expenses plus (ii) one-half of any Shared Expenses (as defined in the Merger Agreement) paid or incurred by the GPC Companies or the SpinCo Companies.

“ SpinCo Financial Statements ” means the SpinCo Financial Statements as defined in the Merger Agreement.

“ SpinCo Financing Agreements ” means the SpinCo Financing Agreements as defined in the Merger Agreement.

“ SpinCo Leases ” means the SpinCo Leases as defined in the Merger Agreement.

“ SpinCo Liabilities ” means each of the following Liabilities, but in each case excluding the Excluded Liabilities:

(i) all Liabilities set forth on, or reflected or referred to in, the SpinCo Financial Statements;

(ii) all Liabilities that SpinCo is expressly assuming pursuant to this Agreement or any other Transaction Document (including the performance obligations of the SpinCo Companies under the Transaction Documents arising after the Distribution Effective Time);

(iii) all Liabilities in respect of past and present SpinCo Business Employees and dependents and beneficiaries of such SpinCo Business Employees, except to the extent otherwise provided in the Merger Agreement to be retained by GPC;

(iv) all Liabilities relating to errors or omissions or allegations of errors or omissions or claims of design or other defects with respect to any product sold or service provided by the SpinCo Business from the date of the initial formation of SPR through the Distribution Effective Time;

(v) all Liabilities relating to warranty or similar obligations or services with respect to any product sold or service provided by the SpinCo Business from the date of the initial formation of SPR through the Distribution Effective Time;

(vi) all Liabilities in respect of the SpinCo Financing Agreements, including the SpinCo Debt, and all other Indebtedness of SpinCo as of the Cut-Off Time;

(vii) Liabilities relating to or arising out of the ownership of the Transferred Assets;

(viii) all Liabilities arising directly or indirectly from Proceedings relating to the SpinCo Business or any Transferred Assets, including in respect of any alleged tort, breach of Contract, violation or noncompliance with Applicable

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Law or any franchise, permit, license or similar authorization, from the date of the initial formation of SPR through the Distrib ution Effective Time; and

(ix) except as otherwise expressly provided in any other Transaction Document or in this Agreement, all other Liabilities relating to or arising out of the Transferred Assets or the operation, affairs, or conduct of the SpinCo Business from the date of the initial formation of SPR through the Distribution Effective Time.

“ SpinCo Special Cash Payment ” means a cash payment in an amount equal to the sum of (i) $346,729,011, plus (ii) the Estimated Net Working Capital Adjustment (which may be positive or negative), minus (iii) an amount (which may be positive or negative) equal to the sum of (a) Estimated Net Debt of SpinCo reflected on the Estimated Statement minus (b) $10,285,000 plus (iv) an amount (which may be positive or negative) equal to the sum of (a) Estimated Net Debt of RMT Parent reflected on the Estimated Statement minus (b) $505,639,000, minus (v) any and all Internal Reorganization Cash Payments (other than the SpinCo Special Cash Payment), minus (vi) the RMT Parent Expense Reimbursement, plus (vii) the SpinCo Expense Reimbursement and minus (viii) the Equity Award True-up.

“ SPR Entities ” means (i) SPR and its Subsidiaries, (ii) SPR Procurement and (iii) SPR Canada and its Subsidiaries, which constitute all of the direct or indirect Subsidiaries of GPC that are, on the date hereof, engaged in the SpinCo Business.

“ SPR HoldCo ” means the Subsidiary of GPC created pursuant to the Internal Reorganization that immediately prior to the SPR Transfer directly or indirectly owns SPR Procurement and SPR and its Subsidiaries.

“ SPR HoldCo Preferred Stock ” means the preferred stock of SPR HoldCo issued pursuant to the Internal Reorganization.

“ Supply Chain Transition Services Agreement ” means the supply chain transition services agreement in the form attached as Attachment V pursuant to which GPC will provide certain supply chain services to the SpinCo Companies on a transitional basis following the Distribution.

“ Tax ” or “ Taxes ” has the meaning set forth in the Tax Matters Agreement.

“ Tax Matters Agreement ” means the Tax sharing and indemnification agreement by and between GPC, SpinCo and RMT Parent attached hereto as Attachment III .

“ Tax Returns ” has the meaning set forth in the Tax Matters Agreement.

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“ Transaction Documents ” means this Agreement, the Merger Agreement, the Tax Matters Agreement, the Transition Services Agreement, the Supply Chain Transition Services Agreement, the Leases and any other written agreement signed by GPC and SpinCo th at is expressly identified as a “Transaction Document,” and any exhibits or attachments to any of the foregoing.

“ Transferred Assets ” means all of the Assets, as the same shall exist immediately prior to the Distribution Effective Time, owned, leased, held, or licensed by GPC or any Affiliated Transferor, whether or not reflected in the books and records thereof, and used exclusively in the conduct of the SpinCo Business as the same shall exist immediately prior to the Distribution Effective Time, and including, except as otherwise specified in this Agreement, all direct or indirect right, title and interest of GPC or any Affiliated Transferor in, to and under:

(i) all Assets set forth on, or reflected or referred to in, the SpinCo Financial Statements (other than any assets disposed of since such date in a manner that did not constitute a breach of Section 6.01(a) of the Merger Agreement);

(ii) the rights and interests of the lessees under the SpinCo Leases, it being understood that other than the rights and interests of the lessees under the SpinCo Leases and the Leases, no other real property interests shall constitute a Transferred Asset;

(iii) other than Intellectual Property and rights and interests therein, all personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other property (and interests in any of the foregoing) that are used exclusively connection with the SpinCo Business;

(iv) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories that relate exclusively to the SpinCo Business;

(v) all Contracts with third parties that relate exclusively to the SpinCo Business;

(vi) all accounts receivable and notes receivable from third parties relating exclusively to the operation of the SpinCo Business;

(vii) all expenses that have been prepaid by GPC or any of its Subsidiaries (other than a SpinCo Company) relating exclusively to the operation of the SpinCo Business, including lease and rental payments;

(viii) all rights, claims, credits, causes of action or rights of set-off against Persons, other than GPC Companies, relating exclusively to the SpinCo Business or the Transferred Assets, including unliquidated rights under manufacturers’ and vendors’ warranties;

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(ix) all Intellectual Property relating exclusively to the operation of the SpinCo Business ;

(x) all transferable franchises, licenses, permits or other authorizations issued by a Governmental Authority owned by, or granted to, or held or used by, GPC or any of its Subsidiaries (other than a SpinCo Company) and exclusively related to the SpinCo Business;

(xi) all Data and Books and Records relating exclusively to the operation of the SpinCo Business;

(xii) (A) all corporate or limited liability company minute books and related stock records of the SpinCo Companies that are in the possession of GPC or any Affiliated Transferor, and all information and records related exclusively to the SpinCo Companies used to demonstrate compliance with Applicable Law and any other compliance records exclusively related to the SpinCo Business and (B) all of the separate financial and Tax records of the members of the SpinCo Companies that are (i) in the possession of GPC or any Affiliated Transferor that do not form part of the general ledger of GPC or any of its Affiliates (other than solely the SpinCo Companies) or (ii) maintained on the GPS Finance Drive/Network;

(xiii) all software programs, documentation and other related materials used or held for use exclusively in connection with the SpinCo Business; and

(xiv) all insurance proceeds, net of any retrospective premiums, deductibles, retention or similar amounts, arising out of or related to damage, destruction or loss of any Transferred Assets (or assets existing as of the date of this Agreement that would have been Transferred Assets but for the occurrence of the event giving rise to the insurance proceeds) to the extent of any damage or destruction that remains unrepaired, or to the extent any property or asset remains unreplaced at the Distribution Date.

For the avoidance of doubt, Transferred Assets shall not include (x) any Assets owned by a GPC Company (i) relating to GPC’s global sourcing or third party logistics operations or (ii) utilized by GPC or any Affiliated Transferor in providing any of the services contemplated by the Transition Services Agreement or the Supply Chain Transition Services or (y) any Tax Assets, the treatment of which is addressed exclusively in the Tax Matters Agreement.

“ Transition Services Agreement ” means the transition services agreement in the form attached as Attachment IV pursuant to which GPC will provide certain services to SpinCo on a transitional basis following the Distribution.

“ Upper Working Capital Target ” means $500,000,000.

“ Willful Breach ” shall mean a material breach of, or failure to perform any of the covenants or other agreements contained in, this Agreement, that is a consequence of an

A-13

act or failure to act by the breaching or non-performing Person with actual knowledge that such Person’s act or failure to act would, or would be reasonably expected to, result in or constitute a breach of or failure of performance under this Agreement.

(b)	Each of the following terms is defined in the Section set forth opposite such term:


Accounting Principles	2.07(a)
Agreement	Preamble
Consent Fee	2.03
Day-One Plan	10.03(a)
Day-One Readiness	10.03(a)
Distribution	Recitals
Estimated Statement	2.07(a)
GPC	Preamble
GPC Counsel	5.05(a)(i)
GPC Indemnified Parties	7.02(a)
Indemnified Claim	7.03(a)
Indemnified Person	7.03(a)
Indemnifying Party	7.03(a)
Internal Reorganization	Recitals
Merger	Recitals
Merger Agreement	Recitals
Merger Sub	Recitals
Party or Parties	Preamble
Post-Closing Claims	8.02(b)
Pre-Closing Occurrence Based Policies	8.02(b)
Proposed Final Statement	2.07(b)
RMT Parent	Recitals
Separation	Recitals
SpinCo	Preamble
SpinCo Business	Recitals
SpinCo Debt	3.02(a)
SpinCo Indemnified Parties	7.02(b)
SPR	Recitals
SPR Canada	Recitals
SPR Procurement	Recitals
SPR Transfer	3.02(b)
Tax Matters	9.01
Third Party Claim	7.03(a)
Transaction Engagement	5.05(a)(i)
Transaction Engagement Communications	5.05(a)(ii)
Transfer	2.02(a)
Unaffiliated Accounting Firm	2.07(c)

A-14

Attachment III

Tax Matters Agreement

[Attached]

TAX MATTERS AGREEMENT

BY AND AMONG

GENUINE PARTS COMPANY,

RHINO SPINCO, INC.,

AND

ESSENDANT, INC.,

DATED AS OF APRIL 12, 2018

TABLE OF CONTENTS

Page

Article I
Definitions

Section 1.01. General

Section 1.02. Construction

Article II
Preparation, Filing and Payment of Taxes Shown Due on Tax Returns

Section 2.01. Tax Returns

Section 2.02. Tax Return Procedures

Section 2.03. Straddle Period Tax Allocation

Section 2.04. Timing of Payments

Section 2.05. Expenses

Section 2.06. Apportionment of SpinCo Taxes

Section 2.07. No Extraordin ary Actions on the Distribution Date

Section 2.08. Allocation of Tax Attributes

Article III
Indemnification

Section 3.01. Indemnification by GPC

Section 3.02. Indemnification by SpinCo

Section 3.03. Characterization of and Adjustments to Payments

Section 3.04. Timing of Indemnification Payments

Article IV
Refunds, Carrybacks, Timing Difference and Tax Attributes

Section 4.01. Refunds

Section 4.02. Carrybacks

Section 4.03. Carryforwards

Section 4.04. Timing Differences

Section 4.05. Equity Compensation Deductions

Section 4.06. Annual Bonus Deductions

Section 4.07. Transaction Bonus Deductions

Article V
Tax Proceedings

Section 5.01. Notification of Tax Proceedings

Section 5.02. Tax Proceeding Procedures

Article VI
Intended Tax Treatment of the Distribution

Section 6.01. Representations and Warranties

Section 6.02. Covenants

Section 6.03. Procedures Regarding Opinions and Rulings

Article VII
Cooperation

Section 7.01. General Cooperation

Section 7.02. Retention of Records

Section 7.03. 338(h)(10) Elections

Section 7.04. Allocation

Article VIII
Miscellaneous

Section 8. 01. Governing Law

Section 8.02. Dispute Resolution

Section 8.03. Tax Sharing Agreements

Section 8.04. Interest on Late Payments

Section 8.05. Survival of Covenants

Section 8.06. Severability

Section 8.07. Entire Agreement

Section 8.08. Successors and Assigns

Section 8.09. No Third Party Beneficiaries

Section 8.10. Specific Performance

Section 8.11. Amendments; Waivers

Section 8.12. Counterparts; Effectiveness

Section 8. 13. Confidentiality

Section 8.14. Waiver of Jury Trial

Section 8.15. Jurisdiction; Service of Process

Section 8.16. Notices

Section 8.17. Captions

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”), dated as of April 12, 2018, is entered into by and among Genuine Parts Company, a Georgia corporation (“ GPC ”), Rhino SpinCo, Inc., a Delaware corporation and a wholly owned Subsidiary of GPC (“ SpinCo ”), and Essendant, Inc., a Delaware corporation (“ RMT Parent ”) (collectively, the “ Parties ”). Any capitalized term used herein without definition shall have the meaning given to it in the Separation Agreement, dated as of the date hereof, by and among GPC and SpinCo (as such agreement may be amended from time to time, the “ Separation Agreement ”).

RECITALS

WHEREAS, SpinCo is a wholly-owned, direct Subsidiary of GPC;

WHEREAS, contemporaneously with this Agreement, (x) GPC and SpinCo are entering into the Separation Agreement, and (y) GPC, SpinCo, RMT Parent and Elephant Merger Sub, Inc., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“ Merger Sub ”) are entering into the Merger Agreement;

WHEREAS, subject to the terms and conditions of the Separation Agreement, the Distribution shall be made without consideration, by way of a pro rata dividend;

WHEREAS, following the Distribution and at the Merger Effective Time, the Parties will effect the merger of Merger Sub with and into SpinCo (the “ Merger ”), with SpinCo continuing as the surviving corporation; and

WHEREAS, the Parties wish to (i) provide for the payment of Tax liabilities and entitlement to refunds thereof, allocate responsibility for, and cooperation in, the filing and defense of Tax Returns, and provide for certain other matters relating to Taxes and (ii) set forth certain covenants and indemnities relating to the preservation of the intended tax treatment of certain transactions contemplated hereby and by the other Transaction Documents.

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 1.01. General.

(a) As used in this Agreement, the following terms shall have the following meanings .

“ 338(h)(10) Elections ” means elections under Section 338(h)(10) of the Code (and any corresponding or similar elections under state or local Tax law) with respect to the qualified stock purchase of the stock of each of SPR Procurement and SPR and the deemed qualified stock purchase of the stock of each of SPR’s direct and indirect Subsidiaries.

“ Active Trade or Business ” means each of the SPR Core Business and the SPR Core Canadian Business.

“ Affiliate ” has the meaning set forth in the Separation Agreement.

“ Alternative SpinCo Commitment Letter ” has the meaning set forth in the Merger Agreement.

“ Ancillary Agreements ” means the Transition Services Agreement, the Supply Chain Transition Services Agreement and the Leases.

“ Applicable Law ” has the meaning set forth in the Separation Agreement.

“ Business Day ” has the meaning set forth in the Separation Agreement.

“ Canada Consideration ” means the amount of the consideration in Canadian Dollars allocated to the sale of the shares of SPR Canada pursuant to the Internal Reorganization.

“ Canada Intercompany Settlement ” means the netting and setting off of Intercompany Accounts (as defined in the Separation Agreement) between SPR Canada ULC and UAP, Inc., followed by a contribution by UAP, Inc. to SPR Canada ULC of any remaining Intercompany Accounts owed to UAP, Inc. by SPR Canada ULC and/or The Safety Zone Canada, ULC, a Canadian unlimited liability company.

“ CanadaCo ” means the entity formed pursuant to the Internal Reorganization and described as CanadaCo in Attachment I of the Separation Agreement.

“ 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.

“ Commitmen t Letters ” has the meaning set forth in the Merger Agreement.

“ Covered Transactions ” means (w) transactions specifically described in the Final Internal Reorganization Plan, the Separation Agreement, the Merger Agreement, or the Final Post-Closing Integration Plan, (x) transactions occurring prior to the Closing of the Merger and not involving the capital structure of RMT Parent or its Subsidiaries, (y) transactions taken to effectuate the Closing of the Merger or other transactions taking place on the Closing Date and specifically contemplated by the Merger Agreement or the Commitment Letters (e.g., transactions occurring in connection with the RMT Parent Group Entities’ joinder to the Financing Agreement) or (z) transactions required by Applicable Law.

“ Distribution Date ” has the meaning set forth in the Separation Agreement.

“ Distribution Effective Time ” has the meaning set forth in the Separation Agreement.

“ Due Date ” means (a) with respect to a Tax Return, the date (taking into account all valid extensi ons) on which such Tax Return is required to be filed under Applicable Law and (b) with respect to a payment of Taxes, the date on which such payment is required to be made to avoid the incurrence of interest, penalties and/or additions to Tax.

“ Equity Interests ” means any stock or other securities treated as equity for U.S. federal Income Tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock.

“ Excluded Tax ” means (i) any use, custom duty or property tax, and (ii) any Goods and Services Tax levied by Canada and any provincial sales Tax levied by any province of Canada, in each case imposed with respect to a Transferred Entity. For purposes of clarification, “Excluded Tax” shall not include sales, escheat or unclaimed property Tax.

“ Excluded Tax Return ” means any Tax Return in respect of Excluded Taxes.

“ Final Determination ” means the final resolution of liability for any Tax for any taxable period, by or as a result of (a) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed, (b) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Applicable Law of other jurisdictions, which resolves the entire Tax liability for any taxable period, (c) any a llowance of a Refund in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, or (d) any other final resolution, including by reason of the expiration of the applicable statute of limitations.

“ Final Net Working Capital ” has the meaning set forth in the Separation Agreement.

“ Financing Agreements ” has the meaning set forth in the Merger Agreement.

“ GPC 338(h)(10) Tax Opinion ” means the opinions, received by GPC from GPC Tax Counsel as of the date hereof and to be received as of the Closing, with respect to (i) the treatment of the SPR HoldCo Exchange as a qualified stock purchase of the stock of each of [*]and SPR, (ii) the eligibility of GPC to make the 338(h)(10) Elections for U.S. federal income tax purposes and (iii) certain U.S. federal income tax consequences resulting from the 338(h)(10) Elections.

“ GPC Bonus Allocation ” has the meaning set forth in the Separation Agreement.

“ GPC Business ” means the businesses of GPC and its Subsidiaries other than the SpinCo Business.

“ GPC Distribution Tax Opinion ” means the opinions, received by GPC from GPC Tax Counsel as of the date hereof and to be received as of the Closing, with respect to the qualification of the Distribution as a distribution of SpinCo Common Stock to GPC’s stockholders pursuant to Section 355(a) of the Code.

“ GPC Group Entity ” means GPC and any entity that is a Subsidiary of GPC after the Distribution.

“ GPC Income Tax Return ” means any Income Tax Return required to be filed by any GPC Group Entity, including for the avoidance of doubt, the U.S. federal consolidated Income Tax Return for the group of which GPC is the common parent.

“ GPC Merger Tax Opinion ” means the opinions, received by GPC from GPC Tax Counsel as of the date hereof and to be received as of the Closing, with respect to (i) the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the treatment of each of RMT Parent, Merger Sub and SpinCo as a “party to the reorganization” within the meaning of Section 368(b) of the Code.

“ GPC Non-Income Tax Return ” means any Non-Income Tax Return required to be filed by any GPC Group Entity.

“ GPC RSU ” has the meaning set forth in the Merger Agreement.

“ GPC SAR ” has the meaning set forth in the Merger Agreement.

“ GPC Tax Counsel ” means Davis Polk & Wardwell LLP.

“ GPC Tax Opinions ” means the GPC Distribution Tax Opinion, the GPC Merger Tax Opinion, and the GPC 338(h)(10) Tax Opinion.

“ GPC Taxes ” means any: (i) Taxes attributable to a GPC Business, (ii) any U.S. federal consolidated and U.S. state consolidated, combined or unitary Income Taxes for a group of which any GPC Group Entity is the common parent, (iii) Taxes that arise u nder Treasury Regulations section 1.1502-6 or any similar provision of state, local or foreign

Applicable Law by virtue of any Transferred Entity having been a member of a consolidated, combined, affiliated, unitary or other similar tax group prior to the Distribution, excluding groups consisting solely of Transferred Entities, (iv) Taxes of a Transferred Entity attributable to amounts required to be included in income pursuant to Section 965 of the Code, (v) Taxes of any Transferred Entity for any Pre-Dist ribution Period and (vi) Taxes resulting from the Internal Reorganization (including the 338(h)(10) Elections) or the Distribution, provided that, clauses (i)-(vi) notwithstanding, GPC Taxes shall not include any SpinCo Taxes or any Taxes that are taken in to account for purposes of the calculation of Final Net Working Capital in the Separation Agreement.

“ Governmental Authority ” has the meaning set forth in the Separation Agreement.

“ Income Tax Return ” means any Tax Return on which Income Taxes are reflected or reported.

“ Income Taxes ” means any Taxes in whole or in part based upon, measured by, or calculated with respect to net income or profits, net worth or net receipts (including, but not limited to, any capital gains, franchise Tax, doing business Tax, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or personal property, or transfer or similar Taxes).

“ Indemnified Party ” means, with respect to a matter, a Person that is entitled to seek indemnification under this Agreement with respect to such matter.

“ Indemnifying Party ” means, with respect to a matter, a Person that is obligated to provide indemnification under this Agreement with respect to such matter.

“ Intended Tax Treatment ” means (i) the treatment of the SPR HoldCo Exchange as a qualified stock purchase under Section 338 of the Code with respect to the stock of each of SPR Procurement and SPR, (ii) the 338(h)(10) Election with respect to the qualified stock purchase of the stock of SPR resulting in a deemed qualified stock purchase with respect to the stock of each of SPR’s direct and indirect Subsidiaries, (iii) each of the 338(h)(10) Elections being valid and effective and (iv) the Tax-Free Status.

“ Intended Tax Treatment Failure ” means (i) any failure of any of (a) the SPR HoldCo Exchange to qualify as a qualified stock purchase under Section 338 of the Code with respect to the stock of SPR Procurement or SPR, (b) the 338(h)(10) Election with respect to the qualified stock purchase of the stock of SPR to result in a deemed qualified stock purchase of the stock of each of SPR’s direct and indirect Subsidiaries, (c) the 338(h)(10) Elections to be valid and effective, and (ii) any Tax-Free Transaction Failure.

“ Internal Reorganization ” has the meaning set forth in the Separation Agreement.

“ Internal Reorganization Cash Payments ” has the meaning set forth in the Separation Agreement.

“ IRS ” means the U.S. Internal Revenue Service or any successor thereto, including its agents, representatives, and attorneys acting i n their official capacity.

“ Merger Agreement ” has the meaning set forth in the Separation Agreement.

“ Merger Effective Time ” has the meaning set forth in the Merger Agreement.

[*]

“ Non-Income Tax Return ” means any Tax Return relating to Non-Income Taxes.

“ Non-Income Taxes ” means any Taxes other than Income Taxes.

“ Opinion ” means any GPC Tax Opinion or the RMT Parent Merger Tax Opinion.

“ Parties ” has the meaning set forth in the preamble to this Agreement.

“ Person ” or “ person ” has the meaning set forth in the Separation Agreement.

“ Post-Closing Integration Plan ” means the transactions set forth in Schedule II hereto, as revised in accordance with Section 6.02(h).

“ Post-Distribution Period ” means any taxable period (or portion thereof) beginning after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning after the Distribution Date.

“ Pre-Distribution Period ” means any taxable period (or portion thereof) ending on or before the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period ending at the end of the day on the Distribution Date.

“ Proceeding ” has the meaning set forth in the Merger Agreement.

“ Refund ” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes.

“ RMT Parent Common Stock ” has the meaning set forth in the Merger Agreement.

“ RMT Parent Group Entity ” means RMT Parent and any entity that is a Subsidiary of RMT Parent at any time after the Merger Effective Time.

“ RMT Parent Merger Tax Opinion ” means the opinion to be received by RMT Parent with respect to (i) the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code and (ii) the treatment of each of RMT Parent, Merger Sub and SpinCo as a “party to the reorganization” within the meaning of Section 368(b) of the Code.

“ RMT Parent RSU ” has the meaning set forth in the Merger Agreement.

“ RMT Parent SAR ” has the meaning set forth in the Merger Agreement.

“ RMT Parent Tax Representations ” means the Tax Representation Letters to be provided by RMT Parent on the date hereof and on the Closing Date, including any related or supporting information or schedule attached thereto.

“ SpinCo Business ” has the meaning set forth in the Separation Agreement.

“ SpinCo Canada SAG ” means SpinCo, CanadaCo, SPR Canada and SPR Canada ULC.

“ SpinCo Commitment Letter ” has the meaning set forth in the Merger Agreement.

“ SpinCo Debt ” has the meaning set forth in the Separation Agreement.

“ SpinCo Enterprise Value ” means the sum of (i) the product of (x) the aggregate number of shares of RMT Parent Common Stock issued in the Merger and (y) the VWAP of a share of RMT Parent Common Stock on the Closing Date, plus (ii) the principal amount of the SpinCo Debt, plus (iii) the face amount of the SPR Holdco Preferred Stock, plus (iv) any other liabilities of any Transferred Entity properly taken into account for U.S. federal income Tax purposes.

“ SpinCo SAG ” means a group made up of one or more chains of includible corporations connected through stock ownership if SpinCo owns directly stock meeting the Stock Ownership Requirement in at least one other includible corporation, and stock meeting the Stock Ownership Requirement in each of the includible corporations (except SpinCo) is owned directly by one or more of the other includible corporations.

“ SpinCo Taxes ” means (i) any Taxes arising from or attributable to the SpinCo Business or imposed on any Transferred Entity, in each case, with respect to any Post-Distribution Period, (ii) any Excluded Taxes and (iii) any SpinCo Transaction Taxes.

“ SpinCo Transaction Taxes ” means any Income Taxes incurred by any Party to this Agreement or its Affiliates which would not have been incurred but for an Intended Tax Treatment Failure (including, if applicable, any Taxes incurred by GPC as a result of the failure of any 338(h)(10) Election to be valid and effective) if such Intended Tax Treatment Failure (i) would not have arisen but for one or more transactions or events (other than a Covered Transaction) occurring after the Merger Effective Time and involving (directly or indirectly) the stock or assets of any RMT Parent Group Entity (including any action taken pursuant to Section 6.02(f)), which transaction or event was reasonably likely to lead to such Intended Tax Treatment Failure, or (ii) results from or is attributable to (i) a breach on the part of RMT Parent of any of its representations, warranties or covenants in this Agreement or (ii) a breach on the part of SpinCo of any of its representations, warranties or covenants in this Agreement that occurs after the Merger Effective Time.

“ SPR ” has the meaning set forth in the Separation Agreement.

“ SPR Canada ” has the meaning set forth in the Separation Agreement.

“ SPR Canada ULC ” means the successor to SPR Canada as shown in Attachment I of the Separation Agreement.

“ SPR Core Business ” means the SPR Core Office business, which engages in the wholesale distribution of general office and school supplies, paper products, technology products, office furniture, and facilities and breakroom supplies, as further specified in the Tax Representation Letters provided to RMT Parent.

“ SPR Core Canadian Business ” means the SPR Core Office business as conducted by members of the SpinCo Canada SAG, as further specified in the Tax Representation Letters provided to RMT parent.

“ SPR HoldCo ” has the meaning set forth in the Separation Agreement.

“ SPR HoldCo Exchange ” means the transfer pursuant to the Internal Reorganization by GPC of all of the outstanding stock of SPR Procurement and SPR, together with certain indebtedness of SPR that is held by GPC or its Affiliates, to SPR HoldCo in exchange for all of the SPR HoldCo Preferred Stock and common stock of SPR HoldCo.

“ SPR HoldCo Preferred Stock ” has the meaning set forth in the Separation Agreement.

“ SPR Procurement ” has the meaning set forth in the Separation Agreement.

“ Straddle Period ” means any taxable period that begins on or before and ends after the Distribution Date.

“ Stock Ownership Requirement ” means, with respect to a corporation, stock owned representing at least 80% of the total voting power and at least 80% of the total value of the stock of such corporation.

“ Subsidiary ” has the meaning set forth in the Separation Agreement.

“ Tax ” means any tax, including any net income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, business, professional and occupational license, value-added, trade, goods and services, ad valorem, franchise, profits, license, business royalty, withholding, payroll, employment, capital, exercise, transfer, recording, severance, stamp, occupation, premium, property, escheat, unclaimed property, asset, real estate acquisition, environmental, custom duty, impost, obligation, assessment, levy, tariff or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority.

“ Tax Attributes ” mean s net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other co mparable items that could reduce a Tax liability for a past or future taxable period.

“ Tax-Free Status ” means (i) the qualification of the Distribution as a distribution to the shareholders of GPC under Section 355(a) of the Code, (ii) the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code, and (iii) the treatment of each of RMT Parent, Merger Sub and SpinCo as a “party to the reorganization” within the meaning of Section 368(b) of the Code.

“ Tax-Free Transaction Failure ” means any failure of any of (i) the Distribution to qualify as a distribution to the shareholders of GPC under Section 355(a) of the Code, (ii) the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and (iii) each of RMT Parent, Merger Sub and SpinCo to be treated as a “party to the reorganization” within the meaning of Section 368(b) of the Code.

“ Tax-Free Transaction Failure Loss ” means any liabilities, costs, expenses, losses, damages, assessments, settlements or judgments arising out of or incident to the imposition, assessment or assertion of any Tax on any current or former GPC stockholder which would not have been incurred but for a Tax-Free Transaction Failure if such Tax-Free Transaction Failure (i) would not have arisen but for one or more transactions or events (other than a Covered Transaction) occurring after the Merger Effective Time and involving (directly or indirectly) the stock or assets of any RMT Parent Group Entity (including any action taken pursuant to Section 6.02(f)), which transaction or event was reasonably likely to lead to such Intended Tax Transaction Failure, or (ii) results from or is attributable to (i) a breach on the part of RMT Parent of any of its representations, warranties or covenants in this Agreement or (ii) a breach on the part of SpinCo of any of its representations, warranties or covenants in this Agreement that occurs after the Merger Effective Time.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases, decreases or otherwise impacts Taxes paid or payable.

“ Tax Proceeding ” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“ Tax Representation Letters ” has the meaning set forth in the Merger Agreement.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of estimated Tax) filed with or required to be

filed wit h a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Applicable Law relating to any Tax and any amended Tax return or claim for Refund.

“ Taxing Authority ” means any Governmental Authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Transaction Documents ” has the meaning set forth in the Separation Agreement.

“ Transferred Entity ” means SpinCo, SPR HoldCo, SPR Procurement, SPR, Supply Source Enterprises, Inc., a Georgia corporation, Impact Products, LLC, a Delaware limited liability company, Safety Zone, LLC, a Connecticut limited liability company, CanadaCo, SPR Canada, SPR Canada ULC, The Safety Zone Canada, ULC, and any other Subsidiary of SpinCo immediately after the Distribution (including any successor thereto, other than any GPC Group Entity).

“ Treasury Regulations ” means the proposed, final and temporary income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Unqualified Tax Opinion ” means a “will” opinion, without substantive qualifications, of a nationally recognized law or accounting firm, which firm is reasonably acceptable to GPC, to the effect that a transaction will not affect the Intended Tax Treatment (assuming that the Intended Tax Treatment otherwise applied) . GPC acknowledges that Davis Polk & Wardwell LLP, Skadden, Arps, Slate, Meagher & Flom LLP, Ernst & Young LLP, and Deloitte Touche Tohmatsu Limited are each reasonably acceptable to GPC.

“ VWAP ” means the volume weighted average trading price of a publicly-traded share of equity interests in a Person from 9:30am to 4:00pm New York City time on the Closing Day as reported by Bloomberg, L.P. or, if not reported therein, in another authoritative source mutually selected by RMT Parent and GPC.

(b) Each of the following terms is defined in the Section set forth opposite such term:


Accounting Firm	Section 8.02
Agreement	Preamble
Allocation Statement	Section 7.05(a)
Common Stock SPR HoldCo Exchange	Section 6.02(j)(i)
Distribution	Preamble
Final Internal Reorganization Plan	Section 6.02(i)
Final Post-Closing Integration Plan	Section 6.02(h)
GPC	Preamble
GPC Common Stock	Preamble


Merger Sub	Preamble
Notified Action	Section 6.03(a)
Restriction Period	Section 6.02(b)
RMT Parent	Preamble
Separation Agreement	Preamble
SpinCo	Preamble
SpinCo Replacement Debt	Section 6.02(c)(iv)
Tax Matter	Section 7.01

Section 1.02. Construction. As used in this Agreement, any reference to the masculine, feminine or neuter gender shall include all genders, the plural shall include the singular, and the singular shall include the plural. References in this Agreement to a Party or other Person include their respective successors and assigns. The words “include,” “includes” and “including” when used in this Agreement shall be deemed to be followed by the phrase “without limitation” unless such phrase otherwise appears. Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, Schedules and Attachments shall be deemed references to Articles and Sections of, and Exhibits, Schedules and Attachments to this Agreement. Unless the context otherwise requires, the words “hereof,” “hereby” and “herein” and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision hereof. Except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”. With regard to each and every term and condition of this Agreement, the Parties understand and agree that, if at any time the Parties desire or are required to interpret or construe any such term or condition or any agreement or instrument subject thereto, no consideration shall be given to the issue of which Party actually prepared, drafted or requested any term or condition of this Agreement. All references in this Agreement to “dollars” or “$” shall mean United States dollars. Any period of time hereunder ending on a day that is not a Business Day shall be extended to the next Business Day.

Article II
Preparation, Filing and Payment of Taxes Shown Due on Tax Returns

Section 2.01. Tax Returns.

(a) Tax Returns Required to be Filed by GPC . GPC shall prepare and file (or cause to be prepared and filed) each Tax Return required to be filed by a GPC Group Entity and shall pay, or cause such GPC Group Entity to pay, all Taxes shown to be due and payable on each such Tax Return; provided that SpinCo shall reimburse GPC for any such Taxes that are SpinCo Taxes.

(b) Certain Transferred Entity Tax Returns that Include GPC Taxes . GPC shall prepare (or cause to be prepared) each Tax Return (other than (i) any Excluded Tax Return or (ii) any Tax Return that includes both (x) one or more Transferred Entities and (y) one or more RMT Parent Group Entities (other than the Transferred Entities))

required to be filed by a Transferred Entity after the D istribution if such Tax Return includes GPC Taxes. SpinCo shall cause each such Tax Return to be filed on or prior to its Due Date and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Return; provided that GPC shall reimbur se SpinCo for any such Taxes that are GPC Taxes .

(c) Other Transferred Entity Tax Returns . Except as otherwise provided in this Section 2.01, SpinCo shall prepare and file (or cause to be prepared and filed) (i) each Tax Return required to be filed by a Transferred Entity after the Distribution Date and (ii) each Excluded Tax Return, and shall pay, or cause to be paid, all Taxes shown to be due and payable on such Tax Return.

Section 2.02. Tax Return Procedures.

(a) GPC Income Tax Returns . Except as otherwise provided in Section 6.02(g), GPC may take any position on or make any elections or other determinations with respect to any GPC Income Tax Return in its sole and absolute discretion and SpinCo shall have no rights with respect to any GPC Income Tax Return; provided that (i) GPC shall take the position that it is not entitled to any deduction under Section 167(a) of the Code for any additional allowance pursuant to Section 168(k)(1)(A) of the Code as result of any property being treated as sold pursuant to a 338(h)(10) Election (even if GPC does not make an election pursuant to Section 168(k)(7) with respect to any class of property placed in service during the same taxable year) and (ii) GPC shall not take any position or make any determination on any Tax Return that is inconsistent with the Allocation Statement, in each case, absent an inconsistent Final Determination.

(b) GPC Non-Income Tax Returns . The portion of any GPC Non-Income Tax Return that reflects the SpinCo Business shall (to the extent permitted by Applicable Law) be prepared in a manner consistent with past practice. GPC shall provide to SpinCo the information relating to the SpinCo Business reflected on any GPC Non-Income Tax Return with respect to which SpinCo is required to make a payment pursuant to Section 2.01(a)) at least thirty (30) days prior to the Due Date for such Tax Return or, in the case of any such Tax Return filed on a monthly basis, five (5) days prior to such Due Date. The Parties shall negotiate in good faith to resolve all disputed issues relating to any such Tax Return. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02.

(c) Certain Transferred Entity Tax Returns Prepared by GPC . In the case of any Tax Return described in Section 2.01(b) , (i) the portion (if any) of such Tax Return with respect to SpinCo Taxes (including, for the avoidance of doubt, in cases where no SpinCo Taxes are shown as due and owing on such Tax Return), or that would reasonably be expected to materially adversely affect the Tax position of any RMT Parent Group Entity for any Post-Distribution Period, shall (to the extent permitted by Applicable Law) be prepared in a manner consistent with past practice and (ii) GPC shall provide a draft of such Tax Return to SpinCo for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return or, in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) days prior to such Due

Date. In the event that past practice is not applicable to a particular item or matter, GPC shall determine the reporting of such item or matter in good faith in consulta tion with SpinCo. The Parties shall negotiate in good faith to resolve all disputed issues relating to any such Tax Return. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02 . In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by GPC and s uch Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, GPC shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(b) , except to the extent that such late filing is caused by the failure of any Transferred Entit y to provide any relevant information requested by GPC that is necessary for the preparation and filing of such Tax Return .

(d) Certain Transferred Entity Tax Returns Prepared by SpinCo . In the case of any Tax Return described in Section 2.01(c) (including, for the avoidance of doubt, any Excluded Tax Return) with respect to GPC Taxes (including, for the avoidance of doubt, in cases where no GPC Taxes ar e shown as due and owing on such Tax Return), or that would reasonably be expected to materially adversely affect the Tax position of any GPC Group Entity, (i) such Tax Return shall (to the extent permitted by Applicable Law) be prepared in a manner consistent with past practice and (ii) SpinCo shall provide a draft of such Tax Return (or the portion thereof that relates exclusively to the Transferred Entities, in the case of any such Tax Return that includes both (x) one or more Transferred Entities and (y) one or more RMT Parent Group Entities (other than the Transferred Entities)) to GPC for its review and comment at least thirty (30) days prior to the Due Date for such Tax Return, or in the case of any such Tax Return filed on a monthly basis or property Tax Return, five (5) days prior to such Due Date. The Parties shall negotiate in good faith to resolve all disputed issues relating to any such Tax Return. In the event that past practice is not applicable to a particular item or matter, SpinCo shall determine the reporting of such item or matter in good faith in consultation with GPC. Any disputes that the Parties are unable to resolve shall be resolved by the Accounting Firm pursuant to Section 8.02. In the event that any dispute is not resolved (whether pursuant to good faith negotiations among the Parties or by the Accounting Firm) prior to the Due Date for the filing of any Tax Return, such Tax Return shall be timely filed as prepared by SpinCo and such Tax Return shall be amended as necessary to reflect the resolution of such dispute in a manner consistent with such resolution. For the avoidance of doubt, SpinCo shall be responsible for any interest, penalties or additions to Tax resulting from the late filing of any Tax Return described in Section 2.01(c) except to the extent that such late filing is caused by the failure of any GPC Group Entity to provide any relevant information requested by SpinCo that is necessary for the preparation and filing of such Tax Return.

(e) Unless otherwise required by Applicable Law, GPC and SpinCo, as applicable , shall file the appropriate information and statements, as required by Treasury Regulations sections 1.355 -5(a) and 1.368-3, with the IRS, and shall retain the

appropriate information relating to the Distribution and the Merger as described in Treasury Re gulations sections 1.355 -5(d) and 1.368 -3(d) .

(f) Any amendment of any Tax Return described in Section 2.01 shall be subject to the same procedures required for the preparation of such type of Tax Return pursuant to this Section 2.02.

Section 2.03. Straddle Period Tax Allocation. To the extent permitted by Applicable Law, GPC and SpinCo shall elect to close the taxable year of each Transferred Entity as of the close of the Distribution Date. With respect to the U.S. federal consolidated Income Tax Return for the group of which GPC is the common parent, for the taxable year which includes the Distribution Date, GPC shall use the closing of the books method under Treasury Regulations section 1.1502-76. In the case of any Straddle Period, (a) with respect to Taxes that are imposed on a periodic basis (such as real or personal property Taxes), the portion of such Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be determined based on the relative number of days in each portion of the Straddle Period, and (b) with respect to any other Taxes (including Income Taxes and payroll Taxes), the portion of such Taxes attributable to the portion of the Straddle Period ending on, or beginning after, the Distribution Date shall be made by means of a closing of the books and records of such Transferred Entity as of the close of the Distribution Date.

Section 2.04. Timing of Payments. Any reimbursement of Taxes under Section 2.01 shall be made by the later of (a) two (2) business days before the Due Date of such Taxes and (b) ten (10) business days after the party required to make such reimbursement has received notice from the party entitled to such reimbursement. For the avoidance of doubt, a party may provide notice of reimbursement of Taxes prior to the time such Taxes were paid, and such notice may represent a reasonable estimate (provided that the amount of reimbursement shall be based on the actual Tax liability and not on such reasonable estimate).

Section 2.05. Expenses. Except as provided in Section 8.02 in respect of the Accounting Firm, each party shall bear its own expenses incurred in connection with this Article II.

Section 2.06. Apportionment of SpinCo Taxes. For all purposes of this Agreement, GPC and SpinCo shall jointly determine in good faith which Tax Items are properly attributable to assets or activities of the SpinCo Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Business and the GPC Business, the allocation of such Tax Item between the SpinCo Business and the GPC Business) in a manner consistent with the provisions hereof and any disputes shall be resolved by the Accounting Firm in accordance with Section 8.02 .

Section 2.07. No Extraordinary Actions on the Distribution Date. Except for Covered Transactions, SpinCo shall not, and shall not permit any Transferred Entity to, take any action outside of the ordinary course of business on the Distribution Date after the Merger Effective Time.

Section 2.08. Allocation of Tax Attributes . GPC shall determine in good faith, consistent with the books and records of GPC, the allocation of Tax Attributes among GPC Group Entities and Transferred Entities in accordance with the Code and Treasury Regulations, including Treasury Regulations section 1.1502-76 (and any state, local and foreign Applicable Law). GPC shall consult in good faith with RMT Parent and SpinCo regarding the all ocation of Tax Attributes and shall consider in good faith any written comments received from RMT Parent and SpinCo regarding such allocation of Tax Attributes. GPC and SpinCo hereby agree to compute all Taxes consistently with the determination of the all ocation of Tax Attributes pursuant to this Section 2.08 unless otherwise required by a Final Determination .

Article III
Indemnification

Section 3.01. Indemnification by GPC. GPC shall pay (or cause to be paid), and shall indemnify and hold SpinCo and the RMT Parent Group Entities harmless from and against, without duplication, all GPC Taxes.

Section 3.02. Indemnification by SpinCo. SpinCo shall pay (or cause to be paid), and shall indemnify and hold GPC and the GPC Group Entities harmless from and against, without duplication, (i) all SpinCo Taxes and (ii) all Tax-Free Transaction Failure Losses.

Section 3.03. Characterization of and Adjustments to Payments . (a) In the absence of a Final Determination to the contrary, for all Tax purposes, GPC, SpinCo and RMT Parent shall treat or cause to be treated any payment required by this Agreement (other than as required by Applicable Law) as either a contribution by GPC to SpinCo or a distribution by SpinCo to GPC, as the case may be, occurring immediately prior to the Distribution Effective Time.

(b) Any indemnity payment pursuant to this Agreement shall be increased to include all reasonable accounting, legal and other professional fees and court costs incurred by the Indemnified Party in connection with such indemnity payment.

Section 3.04. Timing of Indemnification Payments . Indemnification payments in respect of any liabilities for which an Indemnified Party is entitled to indemnification pursuant to this Article III shall be paid by the Indemnifying Party to the Indemnified Party within ten (10) days after written notification thereof by the Indemnified Party, including reasonably satisfactory documentation setting forth the basis for, and calculation of, the amount of such indemnification payment.

Article IV
Refunds, Carrybacks, Timing Difference and Tax Attributes

Section 4.01. Refunds . (a) Except as provided in Section 4.02, GPC shall be entitled to all Refunds of Taxes for which GPC is responsible pursuant to Article III (except to the extent such Refunds were taken into account in calculating the Final Net

Working Capital Amount), and SpinCo shall be entitled to all Refunds of Taxes for which SpinCo is responsible pursuant to Article III . A party receiving a Refund to which the other party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled (less any tax or other reasonable out-of-pocket costs incurred by the first party in receiving such Refund) within ten (10) days after the receipt of the Refund .

(b) To the extent that the amount of any Refund under this Section 4.01 is later reduced by a Taxing Authority or in a Tax Proceeding, such reduction shall be allocated to the party to which such Refund was allocated pursuant to this Section 4.01 and an appropriate adjusting payment shall be made.

Section 4.02. Carrybacks . To the extent permitted by Applicable Law, each Transferred Entity shall relinquish, waive or otherwise forgo the carryback of any loss, credit or other Tax Attribute from any Post-Distribution Period to any Pre-Distribution Period or Straddle Period. If GPC (or any GPC Group Entity) receives (or realizes) a Refund as a result of any carryback permitted by the previous sentence, it shall remit to SpinCo, within 30 days, the amount of such Refund (less any Tax or other reasonable out-of-pocket costs incurred by GPC to obtain such Refund); provided , however, if a Taxing Authority subsequently reduces or disallows such Refund, SpinCo shall, within 30 days of the reduction or disallowance, return the amount previously remitted to SpinCo.

Section 4.03. Carryforwards . Except as required by Applicable Law, no loss recognized as a result of the Internal Reorganization shall be allocated to any RMT Parent Group Entity.

Section 4.04. Timing Differences . If pursuant to a Final Determination any Tax Attribute is made allowable to an RMT Parent Group Entity as a result of an adjustment to any Taxes for which GPC is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, or if pursuant to a Final Determination any Tax Attribute is made allowable to a GPC Group Entity as a result of an adjustment to any Taxes for which RMT Parent or SpinCo is responsible hereunder and such Tax Attribute would not have arisen or been allowable but for such adjustment, RMT Parent or GPC, as the case may be, shall make a payment to either GPC or RMT Parent, as appropriate, within thirty (30) days after such party (or its Affiliates) actually realizes a Tax benefit by way of a Refund or a decrease in Taxes reported on a filed Tax Return that is attributable to such Tax Attribute, determined on a “with and without” basis (treating any deductions or amortization attributable to such Tax Attribute as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards). In the event of any overlap between Section 3.03 and this Section 4.04, this Section 4.04 shall apply and Section 3.03 shall not apply.

Section 4.05. Equity Compensation Deductions . If any RMT Parent Group Entity utilizes any deduction (including, for the avoidance of doubt, by utilizing a net operating loss carryforward attributable to such deduction) for a taxable period ending after the Distribution Date with respect to the exercise, vesting or settlement after the Distribution Date of any GPC SAR or GPC RSU [*], RMT Parent shall cause SpinCo to

remit an amount to GPC e qual to the overall net reduction in actual cash Taxes paid (determined on a “with and without” basis (treating any such deductions as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryfor wards)) by such member of the RMT Parent Group resulting from the event giving rise to such deduction in the year of such event.

Section 4.06. Annual Bonus Deductions . If any RMT Parent Group Entity utilizes any deduction (including, for the avoidance of doubt, by utilizing a net operating loss carryforward attributable to such deduction) for a taxable period ending after the Distribution Date with respect to the payment after the Distribution Date of any portion of the aggregate GPC Bonus Allocation, RMT Parent shall cause SpinCo to remit an amount to GPC equal to the overall net reduction in actual cash Taxes paid (determined on a “with and without” basis (treating any such deductions as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards)) by such member of the RMT Parent Group resulting from the event giving rise to such deduction in the year of such event.

Section 4.07. Transaction Bonus Deductions . If any RMT Parent Group Entity utilizes any deduction (including, for the avoidance of doubt, by utilizing a net operating loss carryforward attributable to such deduction) for a taxable period ending after the Distribution Date with respect to the payment after the Distribution Date of any transaction bonuses (but, for the avoidance of doubt, excluding annual bonuses and severance or similar payments) payable pursuant to the Retention Agreements (as defined in the Separation Agreement) and taken into account in the determination of Indebtedness of SpinCo, RMT Parent shall cause SpinCo to remit an amount to GPC equal to the overall net reduction in actual cash Taxes paid (determined on a “with and without” basis (treating any such deductions as the last items claimed for any taxable year, including after the utilization of any available net operating loss carryforwards)) by such member of the RMT Parent Group resulting from the event giving rise to such deduction in the year of such event.

Article V
Tax Proceedings

Section 5.01. Notification of Tax Proceedings . Within ten (10) Business Days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article III, such Indemnified Party shall notify the Indemnifying Party in writing of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party in writing of the commencement of any such Tax Proceeding within such ten (10) day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent (and only to the extent) that the Indemnifying Party is actually materially prejudiced by such failure. In connection with any other Tax Proceeding that is reasonably expected to impact the Intended Tax Treatment, the Parties

shall confer in good faith and the Party controlling such Tax Proceeding shall keep the other party reasonably informed of developments in connection therewith.

Section 5.02. Tax Proceeding Procedures.

(a) GPC Income Tax Returns. GPC shall be entitled to contest, compromise and settle in its sole discretion any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any GPC Income Tax Return. Notwithstanding the preceding sentence, if SpinCo Taxes are asserted in any Tax Proceeding involving a GPC Income Tax Return, GPC shall (A) keep SpinCo informed in a timely manner of the actions proposed to be taken by GPC with respect to such assertion in such Tax Proceeding, and (B) permit SpinCo to participate in the aspects of such Tax Proceeding that relate to such SpinCo Taxes and (C) not settle any aspect of such Tax Proceeding that relates to such SpinCo Taxes without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of SpinCo and obligations of GPC set forth above shall not apply if and to the extent that GPC elects in writing to forgo its right to indemnification in respect of the SpinCo Taxes that are the subject of such Tax Proceeding.

(b) GPC Non-Income Tax Returns . GPC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any GPC Non-Income Tax Return, provided that to the extent that such Tax Proceedin g relates to SpinCo Taxes or would reasonably be expected to materially adversely affect the Tax position of SpinCo or any RMT Parent Group Entity for any Post-Distribution Period, GPC shall (A) keep SpinCo informed in a timely manner of the actions propos ed to be taken by GPC with respect to such Tax Proceeding, (B) permit SpinCo to participate in the aspects of such Tax Proceeding that relate to SpinCo Taxes and (C) not settle any aspect of such Tax Proceeding that relates to SpinCo Taxes without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned and provided further that SpinCo’s rights and GPC’s obligations set forth above shall not apply if and to the extent that GPC elects in writing to forgo its right to indemnification in respect of the SpinCo Taxes that are the subject of such Tax Proceeding.

(c) Certain Transferred Entity Tax Returns . GPC shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Transferred Entity for which the amount in controversy with respect to GPC Taxes forms the greater part of the total amount in controversy, provided that to the extent that such Tax Proceeding relat es to SpinCo Taxes or would reasonably be expected to materially adversely affect the Tax position of SpinCo or any RMT Parent Group Entity for any Post-Distribution Period, GPC shall (A) keep SpinCo informed in a timely manner of the actions proposed to b e taken by GPC with respect to such Tax Proceeding, (B) permit SpinCo to participate in the aspects of such Tax Proceeding that relate to SpinCo Taxes and (C) not settle any aspect of such Tax Proceeding that relates to SpinCo Taxes without the prior written consent of SpinCo, which shall not be unreasonably withheld, delayed or conditioned

and provided further that the rights of SpinCo and obligations of GPC set forth above shall not apply if and to the extent that GPC elects in writing to forgo its right to indemnification and agrees to indemnify RMT Parent and SpinCo in respect of any SpinCo Taxes that are the subject of such Tax Proceeding .

(d) Other SpinCo Tax Returns. Except as otherwise provided in Section 5.02(c), SpinCo shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return of a Transferred Entity or any Excluded Tax Return, provided that to the extent that such Tax Proceeding relates to GPC Taxes or would reasonably be expected to materially adversely affect the Tax position of GPC or any GPC Group Entity, SpinCo shall (A) keep GPC informed in a timel y manner of the actions proposed to be taken by SpinCo with respect to such Tax Proceeding, (B) permit GPC to participate in the aspects of such Tax Proceeding that relate to GPC Taxes and (C) not settle any aspect of such Tax Proceeding that relates to GPC Taxes without the prior written consent of GPC, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of GPC and obligations of SpinCo set forth above shall not apply if and to the extent that SpinCo elects in writing to forgo its right to indemnification in respect of any GPC Taxes that are the subject of such Tax Proceeding.

Article VI
Intended Tax Treatment of the Distribution

Section 6.01. Representations and Warranties .

(a) RMT Parent Representations and Warranties . RMT Parent hereby represents, warrants and covenants that as of the date hereof and as of the Merger Effective Time, except for Covered Transactions, there is no plan or intention:

(i) to liquidate SpinCo or SPR HoldCo (including as a result of an election under Treasury Regulations section 301.7701-3 or a conversion to a limited liability company under applicable law) or to merge or consolidate any Transferred Entity with any other Person subsequent to the Distribution;

(ii) to sell or otherwise dispose of any material asset of any Transferred Entity to a Person other than a Transferred Entity except (w) dispositions in the ordinary course of business, (x) any cash paid to acquire assets in arm’s length transactions, and (y) transactions that are disregarded for U.S. federal Tax purposes;

(iii) to sell or otherwise dispose of any stock of SPR Procurement, SPR or SPR’s direct and indirect subsidiaries in a transaction, or engage in any other transaction, in each case, that results in the failure of SPR HoldCo to maintain the ownership requirements of Section 1504(a)(2) of the Code with respect to such entities;

(iv) to take or fail to take any action in a manner that is inconsistent with the written information and representations furnished in the RMT Parent Tax Representations; or

(v) to repurchase stock of RMT Parent other than in a manner that satisfies the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48).

(b) Except as provided in Schedule I, RMT Parent hereby represents and warrants that as of the date hereof, RMT Parent has not taken or agreed to take any action and knows of no fact, agreement, plan or other circumstance that would, or would reasonably be expected to, cause RMT Parent to be required under Applicable Law to have a plan or intent described in Section 6.01(a). Prior to Closing, RMT Parent shall promptly notify GPC in writing if RMT Parent takes or agrees to take any action, or becomes aware of any fact, agreement, plan or other circumstance that would, or would reasonably be expected to, cause RMT Parent to be required under Applicable Law to have a plan or intent described in Section 6.01(a).

(c) RMT Parent hereby represents, warrants and covenants that as of the date hereof RMT Parent does not expect SpinCo to be required to make any payments, directly or indirectly, in respect of principal on the SpinCo Debt prior to the third anniversary of the Closing Date.

(d) Tax Representations . Upon delivery of any tax representation letter to GPC Tax Counsel to support any GPC Tax Opinion or the RMT Parent Merger Tax Opinion, RMT Parent shall be deemed to represent to GPC that all representations made relating to RMT Parent, its Subsidiaries, and its shareholders in such tax representation letter are (subject to any qualifications contained in such tax representation letter) true, correct and complete and, to the knowledge of RMT Parent, any other representations in such tax representation letter are (subject to any qualifications contained in such tax representation letter) true, correct and complete.

Section 6.02. Covenants .

(a) Following the Merger Effective Time, except for Covered Transactions, (i) GPC will not (and will cause each GPC Group Entity not to) take any action (or refrain from taking any action) which (x) is inconsistent with the facts presented and the representations made on or prior to the Distribution Date in the Tax Representation Letters or (y) could rea sonably be expected to cause any Intended Tax Treatment Failure; and (ii) RMT Parent will not (and will cause each RMT Parent Group Entity not to) take any action (or refrain from taking any action) which (x) is inconsistent with the facts presented and th e representations made on or prior to the Distribution Date in the RMT Parent Tax Representations or (y) could reasonably be expected to cause any Intended Tax Treatment Failure.

(b) Covenants Relating to Tax-Free Status . Following the Merger Effective Time a nd prior to the first day following the second anniversary of the Distribution (the “ Restriction Period ”), except for Covered Transactions,

(i) SpinCo will (w) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, and (x) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, in each case taking into account Section 355(b)(3) of the Code;

(ii) SpinCo will continue to hold sufficient assets to satisfy the continuity of business enterprise requirements under section 1.368-1(d) of the Treasury Regulations;

(iii) neither SpinCo nor RMT Parent will repurchase stock of RMT Parent in a manner contrary to the requirements of Section 4.05(1)(b) of IRS Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by IRS Revenue Procedure 2003-48); and

(iv) neither RMT Parent nor SpinCo will, or will agree to, merge, consolidate or amalgamate with any other Person (except as provided for under the Merger Agreement) unless, in the case of a merger or consolidation, RMT Parent or SpinCo is the survivor of the merger, consolidation or amalgamation.

(c) Other Covenants Relating to Intended Tax Treatment . Following the Merger Effective Time, except for Covered Transactions,

(i) Prior to the first day following the fifth anniversary of the issuance of the SPR HoldCo Preferred Stock, RMT Parent shall not cause or permit (A) any portion of the SPR HoldCo Preferred Stock to cease to be outstanding or to be held by RMT Parent or any of its Affiliates, (B) RMT Parent or any of its Affiliates to acquire stock that is the same class as the SPR HoldCo Preferred Stock for purpose of Section 368(c) of the Code, or (C) RMT Parent and its Affiliates to collectively gain “control” of SPR HoldCo (or any tax successor) within the meaning of Section 368(c) of the Code, provided that clause (C) shall not apply if RMT Parent and its Affiliates owned stock constituting “control” of SPR HoldCo (or any tax successor) within the meaning of Section 368(c) of the Code immediately after the Merger or as a result of Step 2 of the Post-Closing Integration Plan;

(ii) During the Restriction Period, RMT Parent will not cause or permit SPR HoldCo to, merge, consolidate or amalgamate with any other Person unless SPR HoldCo is the survivor of the merger, consolidation or amalgamation;

(iii) During the Restriction Period, no RMT Parent Group Entity will amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, in each case, affecting the voting rights of the Equity Interests of SPR HoldCo or SpinCo

(including through the conversion of one class of Equity Interest s of SPR HoldCo or SpinCo into another class of Equity Interests of SPR HoldCo or SpinCo);

(iv) During the three year period following Merger Effective Time, RMT Parent will not cause or permit (i) any portion of the principal of the SpinCo Debt to be voluntarily repaid, (ii) any action to be voluntarily taken on the part of RMT Parent or its Affiliates which (if taken) would require any portion of the principal amount of the SpinCo Debt to be repaid, (iii) a co-borrower to be added to the SpinCo Debt, (iv) any portion of the SpinCo Debt to be assumed by a different taxpayer for U.S. federal income tax purposes (including by reason of a merger) or (v) a significant modification (within the meaning of Treasury Regulations section 1.1001-3(b)) of the SpinCo Debt in each case, without regard to whether such action is permissible pursuant to the Financing Agreements; provided, that for purposes of this Section 6.02(c)(iv), SpinCo may repay any portion of the SpinCo Debt with the proceeds of new third-party indebtedness of SpinCo (the “ SpinCo Replacement Debt ”) in which case the representations, warranties and covenants in this Agreement with respect to the SpinCo Debt shall be deemed to refer to the SpinCo Replacement Debt.

(d) Other Covenants. The parties shall use reasonable best efforts (i) to implement the transactions contemplated by the SpinCo Commitment Letter, the Financing Agreements and the Alternative SpinCo Commitment Letter (if any) such that there will not be a significant modification (within the meaning of Treasury Regulations section 1.1001-3(b)) of the SpinCo Debt in connection with the Closing or as part of a plan that includes any transaction effected in connection with the Merger pursuant to the SpinCo Commitment Letter, the Financing Agreements, or the Alternative SpinCo Commitment Letter, and (ii) to implement the transactions described in clause (y) of the definition of "Covered Transaction" in a manner that ensures the Intended Tax Treatment.

(e) Assignment or Transfer. Notwithstanding Section 13.04 of the Separation Agreement, RMT Parent will not cause or permit SpinCo to assign or transfer its rights to receive any transfer of cash or property from GPC under the Separation Agreement to any of its Affiliates.

(f) Certain Exceptions . Notwithstanding the restrictions imposed by Section 6.02(b), Section 6.02(c) and Section 6.02(e), RMT Parent or SpinCo may proceed w ith any of the actions or transactions described therein, if (i) GPC shall have given its prior written consent to the action or transaction (such consent not to be unreasonably withheld, conditioned or delayed) (ii) GPC shall have received a ruling in accordance with Section 6.03(a) in form and substance reasonably satisfactory to GPC to the effect that such action or transaction will not affect the Intended Tax Treatment of any applicable transaction, or (iii) (in the event that GPC chooses not to pursue such ruling or if such action or transaction is covered by an area in which the Internal Revenue Service will not issue letter rulings), RMT Parent or SpinCo shall have provided to GPC an Unqualified Tax Opinion in form and substance reasonably satisfactory to GPC prior to effecting such action or transaction (it being understood that GPC shall use its reasonable

best efforts to determine whether such Unqualified Tax Opinion is reasonably satisfactory to GPC within ten (10) days of receipt of such Unqualified Tax Opinion by GPC); provided that RMT Parent agrees in writing to bear any reasonable expenses associated with obtaining such a ruling or opinio n, and, provided further , that the RMT Parent Group Entities shall not be relieved of any liability under Section 3.02 by reason of seeking or having obtained such a ruling or opinion. In determining whether a ruling or opinion is satisfactory, GPC may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the views on the sub stantive merits. For the avoidance of doubt, notwithstanding the covenants set forth in this Section 6.02 , SpinCo shall be permitted to enter into the Merger .

(g) Tax Reporting . Each of GPC, SpinCo and RMT Parent covenants and agrees that it will file, and cause each of its Affiliates to file, all Tax Returns consistent with the Intended Tax Treatment and, except as required pursuant to a Final Determination, shall not to take, or cause to be taken, any action that would be inconsistent with the Intended Tax Treatment in any Tax Return, Tax audit, Tax litigation or otherwise.

(h) Post-Closing Integration Plan . From the date hereof until the delivery of the Final Post-Closing Integration Plan, GPC and RMT Parent shall continue to confer in good faith regarding any transactions that RMT Parent desires to undertake in order to integrate the Transferred Entities (or their operations) with the other RMT Parent Group Entities (or their operations), and to realize cost synergies, following the Merger, and the parties shall use reasonable best efforts to agree upon any such transactions prior to the Closing provided , GPC shall not be required to agree to any amendment of the Post-Closing Integration Plan that it determines in good faith could reasonably be expected to prevent the Intended Tax Treatment or to materially adversely affect the value of the Distribution, Internal Reorganization Cash Payments or the Merger to GPC or its stockholders. Any such agreed transactions shall be reflected in a modified Post-Closing Integration Plan agreed to by the Parties prior to the Closing, and such plan shall be treated as the “ Final Post-Closing Integration Plan .”

(i) Internal Reorganization Plan . From the date hereof until the delivery of the Final Internal Reorganization Plan, GPC and RMT Parent shall continue to confer in good faith regarding any transactions that GPC desires to undertake in order to effect the Internal Reorganization prior to the Distribution, and the parties shall use reasonable best efforts to agree upon any such transactions prior to the Closing provided , RMT Parent shall not be required to agree to any amendment of the Internal Reorganization that it determines in good faith could reasonably be expected to materially adversely affect the value of the Distribution, Internal Reorganization Cash Payments or the Merger to RMT Parent or its stockholders. Any such agreed transactions shall be reflected in a modified Internal Reorganization plan agreed to by the Parties at least three (3) days prior to the Closing, and such plan shall be treated as the “ Final Internal Reorganization Plan .”

(j) SPR HoldCo Preferred Stock.

(i) Notwithstanding any provision in this Agreement and the Separation Agreement, GPC may implement the SPR HoldCo Exchange as a transfer by GPC of all of the outstanding stock of SPR Procurement and SPR, together with indebtedness of SPR that is held by GPC and its Affiliates, to SPR HoldCo in e xchange for common stock of SPR HoldCo and no SPR HoldCo Preferred Stock (the “ Common Stock SPR HoldCo Exchange ”).

(ii) If GPC determines pursuant to Section 6.02(j)(i) above to implement the Common Stock SPR HoldCo Exchange, notwithstanding anything to the contrary in this Agreement or the Separation Agreement:

(A) (1) SPR HoldCo will not issue any SPR HoldCo Preferred Stock pursuant to the Internal Reorganization;

(2) there will be no binding agreement for GPC to sell the SPR HoldCo Prefered Stock to a third party; and

(3) no 338(h)(10) Election will be made.

(B) “GPC Tax Opinions” will not include the GPC 338(h)(10) Tax Opinion.

(D) “Intended Tax Treatment Failure” will have the same meaning as Tax-Free Transaction Failure.

(E) The following Sections of this Agreement shall no longer apply: ‎Section 6.01(a)(i) with respect to SPR HoldCo only, ‎Section 6.01(a)(iii), ‎Section 6.02(c)(i), ‎Section 6.02(c)(ii), ‎Section 6.02(c)(iii) with respect to SPR HoldCo only, ‎Section 7.03 and ‎Section 7.05(a)(i).

Section 6.03. Procedures Regarding Opinions and Rulings . (a) If RMT Parent or SpinCo notifies GPC that it desires to take one of the actions described in Section 6.02(b), Section 6.02(c) or Section 6.02(e) (a “ Notified Action ”), GPC, SpinCo and RMT Parent shall cooperate in obtaining a ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action unless GPC shall have waived in writing the requirement to obtain such ruling or Unqualified Tax Opinion. If a ruling from the IRS is to be sought, GPC shall apply for such ruling and GPC shall control the process of obtaining such ruling. In no event shall GPC be required to file any ruling request under this Section 6.03(a) unless each of RMT Parent and SpinCo represents that (i) it has read such ruling request, and (ii) all information and representations, if any, relating to SpinCo, its current or former shareholders or any RMT Parent Group Entity contained in such ruling request documents are (subject to any qualifications therein) true, correct and complete in all material respects. RMT Parent shall reimburse GPC for all reasonable out-of-pocket costs and expenses incurred by any

GP C Group Entity in connection with any Notified Action within ten (10) days after receiving an invoice from GPC therefor .

(b) GPC shall have the right to obtain a ruling relating to the Intended Tax Treatment or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If GPC notifies RMT Parent or SpinCo that it has determined to obtain such ruling or opinion, RMT Parent and SpinCo shall (and shall cause each RMT Parent Group Entity to) cooperate with GPC and take any and all actions reasonably requested by GPC in connection with obtaining such ruling or opinion (including by making any representation that is true or any reasonable covenant or providing any materials reasonably requested by the IRS or the law firm issuing such opinion). In connection with obtaining such ruling, GPC shall apply for such ruling and shall have sole and exclusive control over the process of obtaining such ruling. GPC shall reimburse RMT Parent for all reasonable out-of-pocket costs and expenses incurred by any RMT Parent Group Entity in connection with any ruling or Unqualified Tax Opinion requested by GPC within ten (10) days after receiving an invoice from RMT Parent therefor.

(c) Except as provided in Section 6.03(a) or (b), following the Distribution Effective Time, no RMT Parent Group Entity shall voluntarily seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) concerning the Intended Tax Treatment of the SPR HoldCo Exchange (if applicable), the Distribution or the Merger.

Article VII
Cooperation

Section 7.01. General Cooperation . The Parties shall each cooperate fully (and each shall cause their respective Subsidiaries to cooperate fully) with all reasonable requests in writing or via e-mail from another party hereto, or from an agent, representative or advisor to such party, in connection with the preparation and filing of Tax Returns, claims for Refunds, Tax Proceedings, any revisions or amendments to the Internal Reorganization or the Post-Closing Integration Plan, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement, any revisions or amendments to the Internal Reorganization or the Post-Closing Integration Plan or the establishment of any reserve required in connection with any financial reporting (a “ Tax Matter ”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter and shall include at each party’s own cost:

(i) the provision, in hard copy and electronic forms, of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership and Tax basis of property), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(ii) the execution of any document (including any power of attorney) reasona bly requested by another party in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries; and

(iii) the use of the party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter.

Each party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters in a manner that does not interfere with the ordinary business operations of such party.

Notwithstanding any other provision of this Agreement, GPC shall not be required to provide SpinCo or any RMT Parent Group Entity with a copy of (or access to) any GPC Income Tax Return or any GPC Non-Income Tax Return (except for pro forma separate company Tax Returns of any of the Transferred Companies) or any information with respect to any GPC Business.

Section 7.02. Retention of Records. GPC and SpinCo shall retain or cause to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession, including all such electronic records, and shall maintain all hardware necessary to retrieve such electronic records, in all cases until sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional period that any party reasonably requests, in writing, with respect to specific material records and documents. A party intending to destroy any material records or documents shall provide the other party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

Section 7.03. 338(h)(10) Elections . GPC shall be responsible for making timely 338(h)(10) Elections with the IRS (and other applicable Taxing Authorities) in connection with the SPR HoldCo Exchange; provided , that (a) GPC shall provide draft Forms 8023 (and any similar state and local forms) to RMT Parent, and RMT Parent shall be entitled to a reasonable amount of time to provide GPC with written comments to the Form 8023 to the SPR HoldCo Exchange and (b) RMT Parent shall execute any such forms as reasonably requested by GPC.

Section 7.04. Tax Filings . GPC shall provide RMT Parent with proof of timely filing of (i) the 338(h)(10) Elections (if any) and (ii) any other Tax elections made in respect of the Transferred Entities in connection with the transactions contemplated by the Final Internal Reorganization Plan (including any entity classification elections in respect of SPR Canada and The Safety Zone Canada, ULC made on IRS Forms 8832),

along with, in each case, any acceptance from or other corr espondence with any Taxing Authority in connection therewith.

Section 7.05. Allocation .

(a) GPC shall prepare a statement setting forth the allocation (i) of the SpinCo Enterprise Value (reduced by the Canada Consideration) among the assets of each of the entities for which a 338(h)(10) Election is made and (ii) the allocation of the Canada Consideration (and all other amounts properly taken into account under Applicable Law) among the assets of SPR Canada and The Safety Zone Canada, ULC (the “ Allocation Statement ”) and shall deliver the Allocation Statement to RMT Parent within one hundred and twenty (120) days after the Closing Date. If within 30 days after delivery of the Allocation Statement RMT Parent notifies GPC in writing that RMT Parent objects to the allocation set forth in the Allocation Statement, GPC and RMT Parent shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that GPC and RMT Parent are unable to resolve such dispute within 20 days, GPC and RMT Parent shall jointly retain the Accounting Firm (as defined below) to resolve the disputed items. Upon resolution of the disputed items, the allocation reflected on the Allocation Statement shall be adjusted to reflect such resolution. GPC, SpinCo and RMT Parent agree that they will file all Tax Returns (including IRS Form 8023s, IRS Form 8883s and IRS Form 8594s) consistent with the Allocation Statement.

(b) The parties shall use reasonable best efforts and negotiate in good faith to agree as to the amount of the Canada Consideration by the date that is three (3) days prior to Closing;[*].

Article VIII
Miscellaneous

Section 8.01. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware (without regard to the choice of law provisions thereof).

Section 8.02. Dispute Resolution . In the event of any dispute between the Parties to be resolved by the Accounting Firm in accordance with the terms of Article II, Article III, Article IV, Article VI, Section 7.05(a) or Section 7.05(b), and with respect to any Taxes or other dispute involving computational matters, the parties shall appoint a nationally recognized independent public accounting firm (the “ Accounting Firm ”) to resolve such dispute. In this regard, the Accounting Firm shall make determinations with respect to the disputed items based solely on representations made by GPC and SpinCo and their respective representatives, and not by independent review, and shall function only as an expert and not as an arbitrator and shall be required to make a determination in favor of one party only. The parties shall require the Accounting Firm to resolve all disputes no later than thirty (30) days after the submission of such dispute to the Accounting Firm and agree that all decisions by the Accounting Firm with respect thereto shall be final and conclusive and binding on the parties. The Accounting Firm shall resolve all disputes in a manner consistent with this Agreement. The parties shall require

the Accounting Firm to render all determinations in writing and to s et forth, in reasonable detail, the basis for such determination. The fees and expenses of the Accounting Firm shall be borne equally by GPC, on the one hand, and RMT Parent, on the other hand.

Section 8.03. Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between a GPC Group Entity, on the one hand, and a Transferred Entity, on the other (other than this Agreement, the Separation Agreement, the Merger Agreement, any Ancillary Agreement, and any other agreement for which Taxes is not the principal subject matter), shall be or shall have been terminated no later than the Distribution Date (and prior to the Distribution) and, after the Distribution, no GPC Group Entity or Transferred Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 8.04. Interest on Late Payments. With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such paymen t, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the payment date.

Section 8.05. Survival of Covenants . Except as otherwise contemplated by this Agreement, the covenants and agreements contained herein to be performed following the Distribution shall survive the Closing Date in accordance with their respective terms.

Section 8.06. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. The application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction or determined to be impermissible by any Governmental Authority, GPC and SpinCo agree to use reasonable best efforts to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited, unenforceable or impermissible provision.

Section 8.07. Entire Agreement . This Agreement, the other Transaction Documents and any other agreements contemplated hereby or thereby, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, between the Parties with respect to the subject matter hereof. Except as expressly provided herein, neither this Agreement nor any provision hereof is intended to confer upon any Person other than the Parties (and their successors and permitted assigns) any rights or remedies hereunder.

Section 8.08. Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and

permitted assigns. No Party may assign, delegate or otherwise transfer, directly or indirectly, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the other Party. Notwithstanding the foregoing, no assignment, delegation or other transfer of rights under this Agreement shall relieve the assi gnor of any liability or obligation hereunder. Any attempted assignment, delegation or transfer in violation of this Section 8.08 shall be void. From and after th e Closing, RMT Parent shall be subject to all of the obligations and restrictions imposed on SpinCo hereunder, including the indemnification obligations of SpinCo under Section 3.02 .

Section 8.09. 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 III relating to certain indemnitees, no Person shall be deemed a third party beneficiary under or by reason of this Agreement.

Section 8.10. Specific Performance . Each Party acknowledges that, from and after the Distribution Date, money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by such Party and that any such breach would cause the other Party irreparable harm. Accordingly, each Party also agrees that, in the event of any breach or threatened breach of the provisions of this Agreement by such Party, the other Party shall be entitled to equitable relief without the requirement of posting a bond or other security, including in the form of injunctions and orders for specific performance, in addition to all other remedies available to such other Party at law or in equity.

Section 8.11. Amendments; Waivers .

(a) This Agreement may be amended, and any provision of this Agreement may be waived if and only if such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by the Parties or, in the case of a waiver, by the Party against whom the waiver is to be effective.

Section 8.12. Counterparts; Effectiveness . This Agreement may be signed in any number of counterparts (including by facsimile or PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto we re upon the same instrument. This Agreement shall become effective when each Party hereto shall have received a counterpart hereof signed by the other Party hereto.

Section 8.13. Confidentiality . All information exchanged, received or obtained pursuant to this Agreement shall be subject to the provisions of Section 5.04 of the Separation Agreement , mutatis mutandis .

Section 8.14. Waiver of Jury Trial . EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.14.

Section 8.15. Jurisdiction; Service of Process . Except as expressly contemplated by another provision of this Agreement, any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby shall be brought 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), and each of the Parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. Process in any such Proceeding may be served on any Party anywhere in the world, whether within or without the State of Delaware. Without limiting the foregoing, the Parties agree that service of process upon such Party at the address referred to in Section 8.16 (or such other address as may be specified in accordance with Section 8.16) shall be deemed effective service of process upon such Party.

Section 8.16. Notices . All notices, requests and other communications to any Party hereunder shall be in writing (including email) and shall be given:

if to Genuine Parts Company:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Mary Vann Hamilton

David Haskett
Christopher T. Galla

E-mail: Mary_VannHamilton@genpt.com
David_Haskett@genpt.com
Chris_Galla@genpt.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: David H. Schnabel
Email: david.schnabel@davispolk.com

if to SpinCo prior to the Merger Effective Time:

Rhino SpinCo, Inc.
c/o Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Mary Vann Hamilton

David Haskett
Christopher T. Galla

E-mail: Mary_VannHamilton@genpt.com
David_Haskett@genpt.com
Chris_Galla@genpt.com

with a copy (which shall not constitute notice) to:

Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Attention: David H. Schnabel
Email: david.schnabel@davispolk.com

If to RMT Parent, and, after the Merger Effective Time, SpinCo:

Essendant Inc.

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015

Attention: Janet Zelenka, Chief Financial Officer
Brendan McKeough, General Counsel
E-mail: jzelenka@essendant.com
bmckeough@essendant.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
Attention: Steven J. Matays
Email: steven.matays@skadden.com

or to such other address or email and with such other copies, as such Party may hereafter specify for that purpose by notice to the other Parties. Each such notice, request or other communication shall be effective (a) on the day delivered (or if that day is not a Business Day, on the first following day that is a Business Day) when (i) delivered personally against receipt or (ii) sent by overnight courier, (b) on the day when email is transmitted (so long as receipt is requested and received) (or if that day is not a Business Day, on the first following day that is a Business Day) and (c) if given by any other means, upon delivery or refusal of delivery at the address specified in this Section 8.16 (or such other address as a Party hereafter may specify by notice to the other Parties).

Section 8.17. Captions . The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the day and year first above written.


GENUINE PARTS COMPANY
By:	/s/ Christopher T. Galla
	Name:Christopher T. Galla
	Title:Vice President and Assistant General Counsel


RHINO SPINCO, INC.
By:	/s/ Christopher T. Galla
	Name:Christopher T. Galla
	Title:Assistant Vice President


ESSENDANT INC.
By:	/s/ Richard D. Phillips
	Name:Richard D. Phillips
	Title:President and Chief Executive Officer

[ Signature Page to Tax Matters Agreement ]

Attachment IV

Form of Transition Services Agreement

[Attached]

TRANSITION SERVICES AGREEMENT

dated as of

[•], 2018

between

GENUINE PARTS COMPANY

and

S.P. RICHARDS COMPANY

TABLE OF CONTENTS

Page

Article 1
Services and Term

Section 1.01.

Services to be Performed 1

Section 1.02.

Additional Services 1

Section 1.03.

Term and Termination 2

Section 1.04.

Standard of Performance 3

Section 1.05.

Service Limitations 3

Section 1.06.

Acknowledgment and Representation 3

Section 1.07.

Contract Managers; Disputes 4

Article 2
Payments

Se ction 2.01.

Service Fees 4

Section 2.02.

Taxes 4

Article 3
Other Covenants and Agreements

Section 3.01.

Independent Contractors 5

Section 3.02.

Confidential Information 5

Section 3.03.

IT Access 6

Section 3.04.

IT Security 6

Article 4
Indemnity and Losses

Section 4.01.

Indemnification 7

Section 4.02.

Limitation of Liability 7

Article 5
Miscellaneous

Section 5.01.

Notices 8

Section 5.02.

Amendments and Waivers 9

Section 5.03.

Expenses 9

Section 5.04.

Successors and Assigns 10

Section 5.05.

Governing Law 10

Section 5.06.

Dispute Resolution 10

Section 5.07.

Counterparts; Effectiveness; Third Party Beneficiaries 10

Section 5.08.

Entire Agreement 10

Section 5.09.

Severability 11

Section 5.10.

Force Majeure 11

Section 5.11.

Survival of Obligations 11

Section 5.12.

Inconsistency 11

Section 5.13.

Headings 11

Section 5.14.

No Strict Construction 12

EXHIBITS

Exhibit A Services Schedule

TRANSITION SERVICES AGREEMENT

TRANSITION SERVICES AGREEMENT (this “ Agreement ”) dated as of [•], 2018 between Genuine Parts Company, a Georgia corporation (“ Service Provider ”), and S.P. Richards Company, a Georgia corporation (“ Service Recipient ”). Service Provider and Service Recipient are herein referred to individually as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Separation Agreement (as defined below) or the Merger Agreement (as defined below), as applicable.

W I T N E S S E T H :

WHEREAS, (i) Service Provider and Rhino SpinCo, Inc., a Delaware corporation (“ Spinco ”), have entered into that certain Separation Agreement dated as of April 12, 2018 (the “ Separation Agreement ”) and (ii) Service Provider, Spinco, Essendant Inc., a Delaware corporation, and Elephant Merger Sub Corp., a Delaware corporation, have entered into that certain Agreement and Plan of Merger dated as of April 12, 2018 (the “ Merger Agreement ”);

WHEREAS, the Parties are entering into this Agreement in connection with the Distribution and the Closing; and

WHEREAS, subject to the terms and conditions of this Agreement, Service Provider agrees to provide, by itself or through its Affiliates or other designated third parties, and Service Recipient desires to contract for the use of, the Services (as defined below).

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

Article 1
Services and Term

Section 1.01. Services to be Performed

. In accordance with the terms and provisions of this Agreement, Service Provider shall perform, or cause one or more of its Affiliates to perform, or procure one or more third parties (each, a “ Third-Party Provider ”) to perform, the Services; provided that if the use of any such Third-Party Provider is inconsistent with Service Provider’s past practices, the prior written consent of Service Recipient (such consent not to be unreasonably withheld, delayed or conditioned) shall be required prior to Service Provider’s engagement of such Third-Party Provider. Service Provider shall remain responsible, in accordance with the terms of this Agreement, for performance of any Service by any of its Affiliates or any Third-Party Provider. “ Services ” shall mean the services described in the Services Schedule attached hereto as Exhibit A (the “ Services Schedule ”), in each case to be performed by Service Provider or any of its Affiliates or Third-Party Providers for the benefit of Service Recipient and its Subsidiaries.

Section 1.02. Additional Services

. If, after the date hereof, Service Recipient identifies to Service Provider in writing services (other than (i) the services contemplated to be provided under the Supply Chain Transition Services Agreement or (ii) the services identified under the

heading “Excluded Services” on the Services Schedule (collectively, the “ Excluded Services ”)) that Service Provider or its Affiliates provided to (or procured the provision of for) Service Recipient and its Subsidiaries prior to the Closing Date that are reasonably necessary for Service Recipient and its Subsidiaries to continue to operate in substantially the same manner in which Service Recipient and its Subsidiaries operated over the period from January 1, 2018 to the Closi ng Date, and such services were not included in the Services Schedule, then Service Provider shall act reasonably and in good faith to provide (or procure the provision of) such services at the cost reflected in the SpinCo Financial Statements for fiscal y ear 2017, (such services, the “ Additional Services ”). The Parties shall, pursuant to Section 5.04 , amend the Services Schedule to include such Addi tional Services, and such Additional Services shall be deemed Services hereunder.

Section 1.03. Term and Termination

. (a) Unless earlier terminated in accordance with Section 1.04 below, the term of this Agreement (the “ Term ”) shall commence immediately after the Closing and shall terminate with respect to all Services (except as provided in Section 1.03(b) or Section 1.03(c)) on Service Recipient’s first fiscal quarter end occurring at least twelve months after the Closing Date (the “ Expiration Date ”).

(b) Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time:

(i) by the mutual written consent of the Parties;

(ii) by Service Provider in the event of any material breach or default (other than with respect to payment obligations under Article 2, which are addressed in Section 1.03(b)(iii) below) by Service Recipient of Service Recipient’s obligations under this Agreement and the failure of Service Recipient to cure such breach or default within thirty (30) days after receipt of written notice from Service Provider specifying in reasonable detail the alleged material breach or default and requesting such breach or default be cured;

(iii) by Service Provider in the event Service Provider has not received a payment, except payments being disputed in good faith pursuant to a Dispute Notice, from Service Recipient pursuant to Article 2 by the applicable payment date set forth therein and Service Recipient fails to make such payment within thirty (30) days after receipt of written notice from Service Provider requesting that such payment be made; or

(iv) by Service Recipient in the event of any material breach or default by Service Provider of Service Provider’s obligations under this Agreement and the failure of Service Provider to cure such breach or default within thirty (30) days after receipt of written notice from Service Recipient specifying in reasonable detail the alleged material breach or default and requesting such breach or default be cured.

(c) Service Recipient may discontinue one or more particular Services from time to time during the Term by providing no less than thirty (30) days’ advance written notice to Service Provider. Notwithstanding the foregoing, (i) a particular Service may be discontinued only upon discontinuation of all related interdependent or bundled Services and (ii) no such

discontinuation shall relieve Service Recipient of any of its obligations under this Agreement with respect to Services provided prior to such discontinuation (including payment therefor). Upon any such discontinuation, Exhibit A shall be deemed amended to delete such Se rvice.

Section 1.04. Standard of Performance

. Service Provider shall provide the Services with a standard of care, skill, priority, frequency, timeliness and diligence consistent with the manner in which the Services were provided to Service Recipient and its Subsidiaries over the period from January 1, 2018 to the Closing Date. Service Provider shall assign sufficient resources and qualified personnel as are reasonably required to perform the Services in accordance with the standards set forth in the preceding sentence. Except as provided in this Section 1.04, Service Provider makes no warranties of any kind, express or implied, with respect to any Service provided hereunder.

Section 1.05. Service Limitations

. (a) Notwithstanding anything to the contrary contained herein, in providing the Services, neither Service Provider nor any of its Affiliates shall be obligated to (i) hire any additional employees, (ii) maintain the employment of any specific employee or (iii) take any action that would violate any Applicable Law or result in, in each case, whether with notice, lapse of time or both, a breach of or default, or the loss of any benefit, or the need to obtain consent of any third party, under any agreement to which Service Provider or any of its Affiliates is a party as of the date hereof. Service Provider shall use its commercially reasonable efforts to obtain any such consent; provided that Service Provider shall not be required to make any payment to, waive or lose any right or benefit from, or otherwise incur any monetary or non-monetary liability to any third party for any such consent. To the extent that any such consent is not obtained, the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under which Service Recipient would obtain the benefit of such Service to the same extent (or as nearly as practicable) as if such consent were obtained. Service Provider and its Affiliates may make changes to their contracts, arrangements and relationships with third parties without the consent of Service Recipient, and Service Provider shall have no liability or obligation hereunder for any such changes (or any changes in the level or quality of Services resulting therefrom) to the extent such changes (x) are, to the extent relevant, generally applicable to other services that (i) are similar to the Services and (ii) Service Provider and its subsidiaries provide to Service Provider’s other subsidiaries and (y) do not have a disproportionate (to the extent Service Provider provides similar services to its subsidiaries) and adverse effect on the provision, or receipt, of the Services.

Section 1.06. Acknowledgment and Representation

. Each Party understands that the Services provided hereunder are transitional in nature and are furnished solely for the purpose of accommodating the Distribution and the Merger.

Section 1.07. Contract Managers; Disputes

. (a) Service Provider and Service Recipient shall each appoint an individual (each, a “ Contract Manager ”) to act as the primary point of contact for the administration and operation of this Agreement. The Contract Managers shall meet on the phone or in person at least monthly to discuss in good faith, among other items, the provision of the Services, any unresolved disputes and such other items deemed appropriate by the Contract Managers. Service Provider and Service Recipient may each change its respective Contract Manager from time to time upon prior written notice to the other Party.

(b) In the event of any dispute arising out of or related to this Agreement or the Services, prior to a Party pursuing its other rights and remedies under this Agreement, such Party’s Contract Manager must give written notice (a “ Dispute Notice ”) to the other Party’s Contract Manager specifying the nature of the dispute. During the fifteen (10) Business Day period following receipt of such Dispute Notice, the Contract Managers shall discuss and negotiate in good faith to resolve such dispute. If, following such period, the Contract Managers have not resolved such dispute, then, during the subsequent ten (10) Business Day period, a member of senior management of each of Service Provider and Service Recipient shall discuss and negotiate in good faith to resolve such dispute. If, following such period, such dispute remains unresolved, then either Party may pursue its rights and remedies under this Agreement, including as provided in Section 5.06.

Article 2
Payments

Section 2.01. Service Fees

. In consideration for each Service to be provided hereunder, Service Recipient shall pay to Service Provider such fees and costs as are set forth in the Services Schedule with respect to such Service (“ Service Fees ”). Service Provider shall send to Service Recipient on a monthly basis a written invoice for the Services, listing with reasonable detail the Services provided hereunder and the calculation of the applicable Service Fees. Invoices shall be payable within thirty (30) days after receipt by Service Recipient. Any Service Fees owed to Service Provider under this Agreement which are not paid within thirty (30) days of their due date will be considered delinquent and a late payment charge of the lesser of 0.5% of the delinquent balance due and the maximum amount permissible by Applicable Law will be assessed per month on the amounts that remain delinquent. Should Service Recipient dispute any portion of any invoice, Service Recipient shall promptly pay any undisputed amounts and deliver a Dispute Notice to Service Provider’s Contract Manager with respect thereto.

Section 2.02. Taxes

been paid to Service Provider to the extent such amounts are properly paid over to the appropriate governmental authority, and Service Recipient shall furnish to Service Provider within ten (10) business days of such payment the original or certificated copy of any receipt issued by such governmental authority evidencing such payment. If Service Recipient intends to deduct or withhold from any payment made pursuant to this Agreement, it shall notify the Service Recipient of its intention to withhold, which notice s hall include a statement of the amounts it intends to deduct or withhold in respect of making of such payment and the applicable provision of law requiring the Service Recipient to withhold or deduct, in each case at least fifteen (15) days prior to the du e date for such payment (unless a change in law prevents Service Recipient from providing any such notice, in which case Service Recipient shall use commercially reasonable efforts to provide such notice and statement as soon as possible following Service Recipient becoming aware of such change in law). Service Recipient and Service Provider shall reasonably cooperate to reduce or eliminate any withholding or deduction from any payment made pursuant to this Agreement.

Article 3
Other Covenants and Agreements

Section 3.01. Independent Contractors

. Service Provider is an independent contractor, and none of Service Provider’s or any of its Affiliates’ respective employees, representatives or agents will be deemed to be employees, representatives or agents of Service Recipient or any of its Subsidiaries for any purpose or under any circumstances. Service Provider or its applicable Affiliate shall be responsible for (i) payment of compensation, benefits and labor costs (including workers’ compensation obligations) attributable to such employees and (ii) withholding and remitting of taxes with respect to such employees as required by Applicable Law. No partnership, joint venture, alliance, fiduciary or any relationship other than that of independent contractors is created hereby, expressly or by implication. The Parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein.

Section 3.02. Confidential Information

. (a) Service Provider and Service Recipient, respectively, shall, and shall cause their respective Affiliates to, hold all Confidential Information relating to Service Recipient or Service Provider, respectively, confidential, and shall not use such Confidential Information other than as necessary for the provision or receipt of the Services, unless legally compelled or required to disclose such information, in which event the Party legally compelled or required to disclose shall provide written notice of such legal compulsion or requirement to disclose as promptly as practicable and shall reasonably cooperate with the other Party in connection with such Party’s seeking of a protective order or similar remedy. Notwithstanding the foregoing, Service Provider may only provide Service Recipient’s Confidential Information to Third-Party Providers that have been informed of the confidentiality obligations of this Section 3.02; provided , that Service Provider shall be responsible or any breach of this Section 3.02 by any such Third-Party Providers. As used in this Agreement, the term “ Confidential Information ” means any and all information, data, materials, products, intellectual property rights and processes disclosed by or on behalf of a Party to any other Party, or otherwise obtained by a Party from or on behalf of any other Party, in connection with the provision or receipt of any Service during the Term, to the extent the same (i) is not and does not

become generally available to the public other than as a result of a breach of this Agreement, (ii) was not already known by the recipient on a non-confidential basis when received or obtained from or on behalf of the disclosing Party and (iii) was not independently acquired or developed by the recipient without violating the terms of this Agreemen t or any other obligation of confidentiality. Service Provider shall not, and shall not be required to, disclose to Service Recipient any confidential or proprietary information, including pricing information, of any Third-Party Provider . To the extent p racticable, Service Recipient shall not, without the prior written consent of Service Provider, contact, engage in discussions with, or otherwise communicate directly with any Third-Party Provider with respect to the provision of Services hereunder; provid ed that employees of Service Recipient and its Subsidiaries may communicate with Third-Party Providers in the ordinary course of business consistent with past practice.

(b) Upon expiration or termination of this Agreement, Service Provider and Service Recipient, respectively, shall promptly return to Service Recipient or Service Provider, respectively, or destroy all Confidential Information of Service Recipient or Service Provider, respectively, which is in the possession of Service Provider or Service Recipient, respectively; provided that each Party may retain Confidential Information of the other Party if required by Applicable Law or bona fide document retention policy; provided , further , that any such retained Confidential Information shall remain subject to this Section 3.02.

Section 3.03. IT Access

. As of the date hereof, except as otherwise expressly provided herein, or unless required in connection with, or as specifically contemplated by, the performance, delivery or receipt of a Service, Service Recipient shall cease to use and shall have no further access to, and Service Provider shall have no obligation to otherwise provide, (i) Service Provider’s intranet and other owned, licensed or leased information technology related resources, including software, networks, hardware, servers or other related technology, and (ii) computer-based resources (including e-mail and access to Service Provider’s computer networks and databases) which require a password or are available on a secured access basis (collectively, the “ Provider Systems ”).

Section 3.04. IT Security

. (a) Service Recipient shall cause all of its personnel, employees, officers, contractors, consultants or other agents (collectively, the “ Recipient Personnel ”) having access to the Provider Systems to comply with all documented security guidelines applicable to Service Provider’s and its Subsidiaries’ personnel, employees, officers, contractors, consultants or other agents generally (including physical security, network access, data security and privacy guidelines and similar policies) of Service Provider and shall not knowingly tamper with, compromise or circumvent any security or audit measures employ ed by Service Provider. Service Recipient shall ensure that such access shall be made by such Recipient Personnel only as required in connection with, or as specifically contemplated by, the performance, delivery or receipt of a Service hereunder.

(collectively, the “ Recipient Systems ”) to comply with all documented security guidelines applicable to Service Recipient’s and its Subsidiaries’ personnel, employees, officers, contractors, consultants or other agents generally (including physical security, network access, data security and privacy guidelines and similar policies) of Service Recipient and shall not knowingly tamper with, compromise or circumvent any security or audit measures employed by Service Recipient. Servi ce Provider shall ensure that such access shall be made by such Provider Personnel only as required in connection with, or as specifically contemplated by, the performance, delivery or receipt of a Service hereunder.

(c) In the event of a cyber incident or attack for which Service Provider reasonably believes the Provider Systems have been or could be compromised, Service Recipient agrees that Service Provider may take all steps it deems reasonably necessary and/or advisable in its sole discretion to remediate such cyber incident, including temporary termination of or blocking Service Recipient’s and Recipient Personnel’s access and connectivity to the Provider Systems. If Service Provider reasonably believes that any of the Recipient Personnel have failed to comply with the security guidelines of Service Provider, or that any of the Recipient Personnel has accessed any Provider Systems other than in accordance with the terms and conditions of this Agreement, Service Recipient agrees that Service Provider may temporarily terminate or block such Recipient Personnel’s access and connectivity to the Provider Systems until such time as Service Recipient has remedied such non-compliance in a manner satisfactory to Service Provider in its reasonable discretion.

Article 4
Indemnity and Losses

Section 4.01. Indemnification

. (a) Service Recipient shall indemnify, defend, and hold harmless Service Provider and its Affiliates from and against any and all Damages arising out of or resulting from (i) Service Recipient’s breach of Service Recipient’s obligations under this Agreement and (ii) any claim or action by a party other than Service Recipient in connection with Service Provider’s performance or procurement of the Services under this Agreement, to the extent such Damages arise out of Service Recipient’s gross negligence, fraud or willful misconduct in the performance of its obligations under this Agreement.

(b) Subject to Section 4.02, Service Provider shall indemnify, defend and hold harmless Service Recipient and its Affiliates from and against any and all Damages arising out of or resulting from Service Provider’s gross negligence, fraud, intentional breach or willful misconduct in the performance of its obligations under this Agreement.

(c) This Section 4.01 will provide the exclusive remedy for any claim arising out of this Agreement or the transactions contemplated hereby; provided that nothing herein shall be construed to limit any remedy set forth in the Merger Agreement or any other Transaction Document.

Section 4.02. Limitation of Liability

breach of contract, negligence, strict liability in tort or any other legal or equitable theory) to Service Recipient for Damages hereunder shall not exceed the sum of the aggregate Service Fees paid and payable by Service Recipient to Service Provider pursuant to this Agreement.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY (X) SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES OR (Y) CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF REVENUE, LOST SALES OR DIMINUTION IN VALUE) THAT ARE NOT REASONABLY FORESEEABLE, IN EACH CASE IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THEIR CONDUCT PURSUANT TO THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

(c) EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, THE SEPARATION AGREEMENT, THE MERGER AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, THE SERVICES ARE PROVIDED “AS IS” AND SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE) WITH RESPECT TO THE SERVICES AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE QUALITY, SUITABILITY OR ADEQUACY OF THE SERVICES FOR ANY PURPOSE OR USE OR NON-INFRINGEMENT.

Article 5
Miscellaneous

Section 5.01. Notices

. All notices, requests and other communications to any Party shall be in writing (including electronic mail (“ e-mail ”) transmission) and shall be given,

if to Service Recipient, to:

S.P. Richards Company

c/o Essendant Inc.

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015

Attention: Janet Zelenka, Chief Financial Officer

Brendan McKeough, General Counsel

E-mail: jzelenka@essendant.com

bmckeough@essendant.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attention: Charles W. M ulaney, Jr.

E-mail: charles.mulaney@skadden.com

if to Service Provider, to:

Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Treg S. Brown

Scott Smith
Christopher T. Galla

E-mail: Treg_Brown@genpt.com
Scott_Smith@genpt.com
Chris_Galla@genpt.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: John H. Butler

E-mail: john.butler@davispolk.com

or such other address or e-mail address as such Party may hereafter specify for the purpose by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

Section 5.02. Amendments and Waivers

. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right, power or privilege 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, power or privilege. Except as set forth in Section 4.01(c), the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

Section 5.03. Expenses

. In any proceeding to enforce Service Provider’s rights or obligations under this Agreement, on the one hand, or Service Recipient’s rights or obligations under this Agreement, on the other hand, the substantially prevailing Party shall be entitled to reimbursement by the other Party of all out-of-pocket costs and expenses (including, for the avoidance of doubt, attorneys’ fees) incurred in connection with such proceedings promptly upon written demand therefor.

Section 5.04. Successors and Assigns

. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign any of its rights or obligations under this Agreement without the prior written consent of the other Parties; provided, however , that Service Provider shall be entitled, without the consent of Service Recipient, to assign its rights and obligations hereunder to any of its Affiliates .

Section 5.05. 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 law rules of such state.

Section 5.06. Dispute Resolution

. (a) Any dispute arising out of or in connection with this Agreement shall first be subject to the procedures described in Section 1.07(b).

(b) Thereafter, except as provided in Section 5.06(c), any Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement shall be brought 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), and each of the Parties hereby consents to the exclusive jurisdiction of such court (and of the appropriate appellate courts) in any such Proceeding and waives any objection to venue laid therein. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) DIRECTLY OR INDIRECTLY ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THIS AGREEMENT, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE.

(c) Any dispute arising out of or in connection with this Agreement relating to taxes shall not be subject to Section 5.06(b) and shall instead be subject to the procedures described in Section 8.02 of the Tax Matters Agreement.

Section 5.07. Counterparts; Effectiveness; Third Party Beneficiaries

. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. Until and unless each Party has received a counterpart hereof signed by the other Parties, this Agreement shall have no effect and no Party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any Person other than the Parties and their respective successors and permitted assigns.

Section 5.08. Entire Agreement

. This Agreement (and the Exhibits delivered in connection herewith) constitutes the entire agreement between the Parties with respect to the

subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 5.09. Severability

. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated 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 a determination, the Parties 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 be consummated as originally contemplated to the fullest extent possible.

Section 5.10. Force Majeure

. Except for Service Recipient’s obligation to make timely payments for Services performed in accordance with the terms hereof, no Party will have any liability for any Losses or delay due to fire, explosion, lightning, pest damage, power failure or surges, strikes or labor disputes, water or flood, acts of God, the elements, war, cyber attack, civil disturbances, acts of civil or military authorities or the public enemy, interruption of transportation, or any other cause beyond such Party’s reasonable control similar to the foregoing that prevent such Party from materially performing its obligations hereunder. If any Party claims a condition of force majeure as an excuse for non-performance of any provision of Services, the Party asserting the claim must notify the other Parties as soon as practicable of the force majeure condition, describing the condition in reasonable detail and, to the extent known, the probable extent and duration of the condition. For so long as a condition of force majeure continues, (i) the Party invoking the condition as an excuse for non-performance hereunder will use reasonable best efforts to cure or remove the condition as promptly as possible so as to resume performance of its obligations hereunder and (ii) the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under which the Party not invoking the condition as an excuse for non-performance hereunder would obtain the benefit of this Agreement to the same extent (or as nearly as practicable) as if such condition did not exist.

Section 5.11. Survival of Obligations

. The obligations of the Parties under Article 2, Section 3.02, Article 4 and this Article 5 shall survive the expiration of this Agreement.

Section 5.12. Inconsistency

. In the event of any inconsistency between the terms of this Agreement and the terms of the Separation Agreement or the Merger Agreement, as applicable, the terms of the Separation Agreement or the Merger Agreement shall control, as applicable. In the event of any inconsistency between the terms of this Agreement the terms of the Separation Agreement and the Merger Agreement, the terms of the Separation Agreement shall control.

Section 5.13. Headings

. The heading references herein and the table of contents hereto are for convenience purposes only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

Section 5.14. No Strict Construction

. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

[ signature page follows ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


GENUINE PARTS COMPANY
By:
	Name:
	Title:


S.P. RICHARDS COMPANY
By:
	Name:
	Title:

[Signature Page to Transition Services Agreement]

Attachment V

Form of Supply Chain Transition Services Agreement

[Attached]

SUPPLY CHAIN TRANSITION SERVICES AGREEMENT

dated as of

[•], 2018

between

[GPC SERVICES, LLC]

and

S.P. RICHARDS COMPANY

TABLE OF CONTENTS

Page

Article 1
Services and Term

Section 1.01.

Services to be Performed 1

Section 1.02.

Term and Termination 2

Section 1.03.

Standard of Performance 2

Section 1.04.

Service Limitations 2

Section 1.05.

Acknowledgment and Representation 4

Section 1.06.

Contract Managers; Disputes 4

Article 2
Payments

Section 2.01.

Service Fees 4

Section 2.02.

Taxes 5

Article 3
Other Covenants and Agreements

Section 3.01.

Independent Contractors 5

Section 3.02.

Confidential Information 5

Section 3.03.

IT Access 6

Section 3.04.

IT Security 6

Article 4
Indemnity and Losses

Section 4.01.

Indemnification 7

Section 4.02.

Limitation of Liability 8

Article 5
Miscellaneous

Section 5.01.

Notices 8

Section 5.02.

Amendments and Waivers 9

Section 5.0 3.

Expenses 10

Section 5.04.

Successors and Assigns 10

Section 5.05.

Governing Law 10

Section 5.06.

Dispute Resolution 10

Section 5.07.

Counterparts; Effectiveness; Third Party Beneficiaries 11

Section 5.08.

Entire Agreement 11

Section 5.09.

Severability 11

Section 5.10.

Force Majeure 11

Section 5.11.

Survival of Obligations 12

Section 5.12.

Inconsistency 12

Section 5.13.

Headings 12

Section 5.14.

No Strict Construction 12

EXHIBITS

Exhibit A Services Schedule

Exhibit B Consent Exceptions

SUPPLY CHAIN TRANSITION SERVICES AGREEMENT

SUPPLY CHAIN TRANSITION SERVICES AGREEMENT (this “ Agreement ”) dated as of [•], 2018 between [GPC Services, LLC], a Delaware limited liability company (“ Service Provider ”), and S.P. Richards Company, a Georgia corporation (“ Service Recipient ”). Service Provider and Service Recipient are herein referred to individually as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Separation Agreement (as defined below) or the Merger Agreement (as defined below), as applicable.

W I T N E S S E T H :

WHEREAS, (i) Genuine Parts Company, a Georgia corporation (“ GPC ”), and Rhino SpinCo, Inc., a Delaware corporation (“ Spinco ”), have entered into that certain Separation Agreement dated as of April 12, 2018 (the “ Separation Agreement ”) and (ii) GPC, Spinco, Essendant Inc., a Delaware corporation (“ Essendant ”), and Elephant Merger Sub Corp., a Delaware corporation, have entered into that certain Agreement and Plan of Merger dated as of April 12, 2018 (the “ Merger Agreement ”);

WHEREAS, Service Provider is a wholly-owned indirect Subsidiary of GPC;

WHEREAS, the Parties are entering into this Agreement in connection with the Distribution and the Closing; and

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

Article 1
Services and Term

Section 1.01. Services to be Performed

Section 1.02. Term and Termination

. (a) Unless earlier terminated in accordance with Section 1.03 below, the term of this Agreement (the “ Term ”) shall commence immediately after the Closing and shall terminate with respect to all Services (except as provided in Section 1.02(b)) on December 31, 2020 (the “ Expiration Date ”); provided , however , that the Expiration Date may be extended to December 31, 2021 by Service Recipient by delivery of irrevocable written notice to Service Provider during the 30-day period commencing on the 90 ^th day prior to the initial Expiration Date.

(b) Notwithstanding anything to the contrary contained herein, this Agreement may be terminated at any time:

(i) by the mutual written consent of the Parties;

(ii) by Service Provider in the event of any material breach or default (other than with respect to payment obligations under Article 2, which are addressed in Section 1.02(b)(iii) below) by Service Recipient of Service Recipient’s obligations under this Agreement and the failure of Service Recipient to cure such breach or default within thirty (30) days after receipt of written notice from Service Provider specifying in reasonable detail the alleged material breach or default and requesting such breach or default be cured;

Section 1.03. Standard of Performance

. Service Provider shall provide the Services with a standard of care, skill, priority, frequency, timeliness and diligence consistent with the manner in which the Services were provided to Service Recipient and its Subsidiaries over the period from January 1, 2018 to the Closing Date. Service Provider shall assign sufficient resources and qualified personnel as are reasonably required to perform the Services in accordance with the standards set forth in the preceding sentence. Except as provided in this Section 1.03, Service Provider makes no warranties of any kind, express or implied, with respect to any Service provided hereunder.

Section 1.04. Service Limitations

benefit, or the need to obtain consent of any third party (other than any consent from the Persons set forth Exhibit B hereto), under any agreement to which Service Provider or any of its Affiliates is a party as of the date hereof. Service P rovider shall use its commercially reasonable efforts to obtain any such consent; provided that Service Provider shall not be required to make any payment to, waive or lose any right or benefit from, or otherwise incur any monetary or non-monetary liabilit y to any third party for any such consent. To the extent that any such consent is not obtained, the Parties will cooperate in good faith to make alternative arrangements reasonably acceptable to each Party under which Service Recipient would obtain the be nefit of such Service to the same extent (or as nearly as practicable) as if such consent were obtained. Service Provider and its Affiliates may make changes to their contracts, arrangements and relationships with third parties without the consent of Serv ice Recipient, and Service Provider shall have no liability or obligation hereunder for any such changes (or any changes in the level or quality of Services resulting therefrom) to the extent such changes (x) are, to the extent relevant, generally applicab le to other services that (i) are similar to the Services and (ii) GPC and its subsidiaries provide to GPC’s other subsidiaries and (y) do not have a disproportionate (to the extent GPC provides similar services to its subsidiaries) and adverse effect on t he provision, or receipt, of the Services.

(b) Service Recipient may utilize the Services only in connection with the operation of the business of Service Recipient and its Subsidiaries in substantially the same manner in which Service Recipient and its Subsidiaries operated over the period from January 1, 2018 to the Closing Date (and without giving effect to any acquisitions), and neither Service Recipient nor any of its Subsidiaries shall be permitted to assign, resell or provide the Services to any Person whatsoever other than to Service Recipient’s Subsidiaries; provided , however , that, with the consent of any applicable Third Party Providers, Essendant and its Subsidiaries (other than Service Recipient and its Subsidiaries) may utilize the Obligatory Third Party Logistics Services and the Optional Third Party Logistics Services in connection with the operation of their businesses.

(c) During the Term, (i) Service Recipient and its Subsidiaries shall be obligated to utilize the Global Sourcing Services with respect to purchase orders worth at least $70 million in the aggregate per fiscal year (or a pro rata portion of such amount for any partial fiscal year occurring during the Term) (the “ Global Sourcing Minimum ”) and (ii) Service Recipient shall be obligated to utilize the Ocean Shipment Services in substantially the same manner in which Service Recipient and its Subsidiaries used the Ocean Shipment Services over the period from January 1, 2018 to the Closing Date (and without giving effect to any acquisitions).

(d) During the Term, (i) Service Recipient and its Subsidiaries shall be obligated to utilize the Parcel Shipment Services for all of their parcel shipments and (ii) if Service Recipient does not, or if it is reasonably likely that Service Recipient and its Subsidiaries will not, utilize the Parcel Shipment Services with respect to at least $40 million of gross parcel shipments in a given fiscal year (or a pro rata portion of such amount for any partial fiscal year occurring during the Term) (the “ Parcel Shipment Minimum ”), then, subject to receipt of any required consent of any applicable Third Party Providers, Service Recipient shall cause Essendant and/or any of its Subsidiaries (other than Service Recipient and its Subsidiaries) to utilize the Parcel Shipment Services to the extent required to cause the Parcel Shipment Minimum to be satisfied for such fiscal year (or partial fiscal year, if applicable). In addition, for purposes of assisting Essendant

in its determination of whether or not to exercise its right to utilize the Obligatory Third Party Logistics Services and the Optional Third Party Logistics Services pursuant to Section 1.04(b) , Serv ice Provider may attempt to demonstrate that utilizing the Parcel Shipment Services (instead of other shipment services) for other parcel shipments by Essendant and its Subsidiaries (other than Service Recipient and its Subsidiaries) will, taking all relev ant factors into consideration (including rates, ancillary services, reporting capabilities and service level commitments), result in a meaningful economic benefit for Essendant and/or such Subsidiaries .

Section 1.05. Acknowledgment and Representation

. Each Party understands that the Services provided hereunder are transitional in nature and are furnished solely for the purpose of accommodating the Distribution and the Merger.

Section 1.06. Contract Managers; Disputes

Article 2
Payments

Section 2.01. Service Fees

. In consideration for each Service to be provided hereunder, Service Recipient shall pay to Service Provider such fees and costs as are set forth in the Services Schedule with respect to such Service (“ Service Fees ”). Service Provider shall send to Service Recipient on a monthly basis (or, in the case of Third Party Logistics Services, a weekly basis) a written invoice for the Services, listing with reasonable detail the Services provided hereunder and the calculation of the applicable Service Fees. Invoices shall be payable within thirty (30) days after receipt by Service Recipient. Any Service Fees owed to Service Provider under this Agreement which are not paid within thirty (30) days of their due date will be considered delinquent and a late payment charge of the lesser of 0.5% of the delinquent balance due and the maximum amount permissible by Applicable Law will be assessed per month on the amounts that remain delinquent. Should Service Recipient dispute any portion of any invoice,

Service Recipient shall promptly pay any undisputed amounts and deliver a Dispute Notice to Service Provider’s Contract Manager with respect thereto.

Section 2.02. Taxes

. Service Recipient shall bear all Goods and Services Taxes levied by Canada, provincial sales taxes levied by any province of Canada, sales taxes, use taxes, value-added taxes or similar taxes, duties, levies, imposts, assessments and other similar charges (including any related interest, penalties and other liabilities related thereto ) (“ Service Recipient Taxes ”) imposed as a result of the provision and receipt of Services under this Agreement. For the avoidance of doubt, Service Recipient Taxes shall not include any Income Taxes (as defined in the Tax Matters Agreement) of Service Provider. All payments made by or on behalf of Service Recipient under this Agreement shall be made free and clear of any Taxes, unless Service Recipient is required to withhold or deduct Taxes by Applicable Law. If Service Recipient is so required by Applicable Law to withhold or deduct any amount from any payment made pursuant to this Agreement, such withheld or deducted amount will be treated as having been paid to Service Provider to the extent such amounts are properly paid over to the appropriate governmental authority, and Service Recipient shall furnish to Service Provider within ten (10) business days of such payment the original or certificated copy of any receipt issued by such governmental authority evidencing such payment. If Service Recipient intends to deduct or withhold from any payment made pursuant to this Agreement, it shall notify the Service Recipient of its intention to withhold, which notice shall include a statement of the amounts it intends to deduct or withhold in respect of making of such payment and the applicable provision of law requiring the Service Recipient to withhold or deduct, in each case at least fifteen (15) days prior to the due date for such payment (unless a change in law prevents Service Recipient from providing any such notice, in which case Service Recipient shall use commercially reasonable efforts to provide such notice and statement as soon as possible following Service Recipient becoming aware of such change in law). Service Recipient and Service Provider shall reasonably cooperate to reduce or eliminate any withholding or deduction from any payment made pursuant to this Agreement.

Article 3
Other Covenants and Agreements

Section 3.01. Independent Contractors

Section 3.02. Confidential Information

shall not use such Confidenti al Information other than as necessary for the provision or receipt of the Services, unless legally compelled or required to disclose such information, in which event the Party legally compelled or required to disclose shall provide written notice of such legal compulsion or requirement to disclose as promptly as practicable and shall reasonably cooperate with the other Party in connection with such Party’s seeking of a protective order or similar remedy. Notwithstanding the foregoing, Service Provider may only provide Service Recipient’s Confidential Information to Third-Party Providers that have been informed of the confidentiality obligations of this Section 3.02 ; provided , that Service Provider shall be responsible or any breach of this Section 3.02 by any such Third-Party Providers. As used i n this Agreement, the term “ Confidential Information ” means any and all information, data, materials, products, intellectual property rights and processes disclosed by or on behalf of a Party to any other Party, or otherwise obtained by a Party from or on behalf of any other Party, in connection with the provision or receipt of any Service during the Term, to the extent the same (i) is not and does not become generally available to the public other than as a result of a breach of this Agreement, (ii) was no t already known by the recipient on a non-confidential basis when received or obtained from or on behalf of the disclosing Party and (iii) was not independently acquired or developed by the recipient without violating the terms of this Agreement or any oth er obligation of confidentiality. Service Provider shall not, and shall not be required to, disclose to Service Recipient any confidential or proprietary information, including pricing information, of any Third-Party Provider. To the extent practicable, Service Recipient shall not, without the prior written consent of Service Provider, contact, engage in discussions with, or otherwise communicate directly with any Third-Party Provider with respect to the provision of Services hereunder; provided that empl oyees of Service Recipient and its Subsidiaries may communicate with Third-Party Providers in the ordinary course of business consistent with past practice.

Section 3.03. IT Access

Section 3.04. IT Security

contractors, consultants or other agents generally (including physical security, network access, data security and privacy guidelines and similar policies) of Service Provider and shall not knowingly tamper with, compromise or circumvent any security or audit measures employed by Service Provider. Service Recipient shall ensure that such access shall be made by such Recipient Personnel only as required in connection with, or as specifically contemplated by the performance, delivery or receipt of a Service hereunder.

(b) Service Provider shall cause all of its personnel, employees, officers, contractors, consultants or other agents (collectively, the “ Provider Personnel ”) having access to (i) Service Recipient’s intranet and other owned, licensed or leased information technology related resources, including software, networks, hardware, servers or other related technology, and (ii) computer-based resources (including e-mail and access to Service Recipient’s computer networks and databases) which require a password or are available on a secured access basis (collectively, the “ Recipient Systems ”) to comply with all documented security guidelines applicable to Service Recipient’s and its Subsidiaries’ personnel, employees, officers, contractors, consultants or other agents generally (including physical security, network access, data security and privacy guidelines and similar policies) of Service Recipient and shall not knowingly tamper with, compromise or circumvent any security or audit measures employed by Service Recipient. Service Provider shall ensure that such access shall be made by such Provider Personnel only as required in connection with, or as specifically contemplated by, the performance, delivery or receipt of a Service hereunder.

Article 4
Indemnity and Losses

Section 4.01. Indemnification

(b) Subject to Section 4.02 , Service Provider shall indemnify, defend and hold harmless Service Recipient and its Affiliates from and against any and all Damages arising out of or resulting from Service Provider’s gross negligence, fraud, intentional br each or willful misconduct in the performance of its obligations under this Agreement.

Section 4.02. Limitation of Liability

. (a) Service Provider shall not have any liability relating to the provision of Services unless such liability arises from the gross negligence, fraud, intentional breach or willful misconduct of Service Provider in the performance of its obligations hereunder, and Service Provider’s maximum aggregate liability (based on breach of warranty, breach of contract, negligence, strict liability in tort or any other legal or equitable theory) to Service Recipient for Damages hereunder shall not exceed the sum of the aggregate Service Fees paid and payable by Service Recipient to Service Provider pursuant to this Agreement.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY (X) SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES OR (Y) CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF REVENUE, LOST SALES OR DIMINUTION IN VALUE) THAT ARE NOT REASONABLY FORESEEABLE, IN EACH CASE IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THEIR CONDUCT PURSUANT TO THIS AGREEMENT REGARDLESS OF WHETHER SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

Article 5
Miscellaneous

Section 5.01. Notices

. All notices, requests and other communications to any Party shall be in writing (including electronic mail (“ e-mail ”) transmission) and shall be given,

if to Service Recipient, to:

S.P. Richards Company

c/o Essendant Inc.

One Parkway North Boulevard

Suite 100

Deerfield, Illinois 60015

Attention: Elizabeth Meloy, Senior Vice President

Brendan McKeough, General Counsel

E-mail: emeloy@essendant.com

bmckeough@essendant.com

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

155 North Wacker Drive

Chicago, Illinois 60606

Attention: Charles W. Mulaney, Jr.

E-mail: charles.mulaney@skadden.com

if to Service Provider, to:

[ GPC Services, LLC ]
c/o Genuine Parts Company

2999 Wildwood Parkway

Atlanta, Georgia 30339

Attention: Treg S. Brown

Scott Smith
Christopher T. Galla

E-mail: Treg_Brown@genpt.com
Scott_ Smith@genpt.com
Chris_Galla@genpt.com

with a copy to:

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

Attention: John H. Butler

E-mail: john.butler@davispolk.com

Section 5.02. Amendments and Waivers

. (a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the

case of an amendment, by each Party, or in the case of a waiver, by the party against whom the waiver is to be effective .

Section 5.03. Expenses

Section 5.04. Successors and Assigns

Section 5.05. 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 law rules of such state.

Section 5.06. Dispute Resolution

. (a) Any dispute arising out of or in connection with this Agreement shall first be subject to the procedures described in Section 1.06(b).

(c) Any dispute arising out of or in connection with this Agreement relating to taxes shal l not be subject to Section 5.06(b) and shall instead be subject to the procedures described in Section 8.02 of the Tax Matters Agreement.

Section 5.07. Counterparts; Effectiveness; Third Party Beneficiaries

Section 5.08. Entire Agreement

. This Agreement (and the Exhibits delivered in connection herewith) constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 5.09. Severability

Section 5.10. Force Majeure

Section 5.11. Survival of Obligations

. The obligations of the Parties under Article 2, Section 3.02, Article 4 and this Article 5 shall survive the expiration of this Agreement.

Section 5.12. Inconsistency

Section 5.13. Headings

Section 5.14. No Strict Construction

[ signature page follows ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


[GPC SERVICES, LLC]
By:
	Name:
	Title:


S.P. RICHARDS COMPANY
By:
	Name:
	Title:

[Signature Page to Supply Chain Transition Services Agreement]

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AS ADOPTED PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Richard D. Phillips, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Essendant Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2018

/s/ RICHARD D. PHILLIPS

Richard D. Phillips

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

AS ADOPTED PURSUANT TO

SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Janet Zelenka, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Essendant Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 25, 2018

/s/ JANET ZELENKA

Janet Zelenka

Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Essendant Inc. (the “Company”) on Form 10-Q for the quarterly period ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Richard D. Phillips, Chief Executive Officer of the Company, and Janet Zelenka, Senior Vice President and Chief Financial Officer of the Company, each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

/s/ RICHARD D. PHILLIPS

Richard D. Phillips
President and Chief Executive Officer
April 25, 2018

/s/ JANET ZELENKA

Janet Zelenka
Senior Vice President and Chief Financial Officer
April 25, 2018