TRANSACTION AGREEMENT by and among INTERNATIONAL PAPER COMPANY, GRAPHIC PACKAGING HOLDING COMPANY, GAZELLE NEWCO LLC and GRAPHIC PACKAGING INTERNATIONAL, INC. Dated as of October 23, 2017

Exhibit 2.1

Execution Version

TRANSACTION AGREEMENT

by and among

INTERNATIONAL PAPER COMPANY,

GRAPHIC PACKAGING HOLDING COMPANY,

GAZELLE NEWCO LLC

and

GRAPHIC PACKAGING INTERNATIONAL, INC.

Dated as of October 23, 2017

TABLE OF CONTENTS


		Page
	ARTICLE I DEFINED TERMS

Section 1.1	Defined Terms		1
Section 1.2	Construction		28

	ARTICLE II TRANSFER; CLOSING

Section 2.1	The Closing		29
Section 2.2	Transfer of Transferred Assets and Assumed Liabilities at the Closing		29
Section 2.3	Consideration		30
Section 2.4	Post-Closing Adjustment		30
Section 2.5	Delayed Transfers; Misallocated Assets and Liabilities		32
Section 2.6	Conveyancing and Assumption Agreements		35
Section 2.7	Shared Contracts		36
Section 2.8	Pre-Closing Restructuring		36

	ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Section 3.1	Due Organization, Good Standing, Corporate Power and Subsidiaries		37
Section 3.2	Authorization and Validity of Agreement		38
Section 3.3	Corporate Authority Relative to this Agreement; No Violation		39
Section 3.4	Affiliate Transactions		40
Section 3.5	Summary of Financial Information		40
Section 3.6	Transferor SEC Reports		41
Section 3.7	Assets		43
Section 3.8	Absence of Certain Changes or Events		44
Section 3.9	Actions; Litigation		44
Section 3.10	Compliance with Laws; Certain Licenses		44
Section 3.11	Environmental Matters		45
Section 3.12	Tax Matters		46
Section 3.13	Employee Benefits		47
Section 3.14	Labor and Employment Matters		48
Section 3.15	Intellectual Property		50
Section 3.16	Material Contracts		51
Section 3.17	Board Approval; No Vote Required		53


Section 3.18	Brokers or Finders; Transaction Bonuses	54
Section 3.19	Certain Payments	54
Section 3.20	Real Property	55
Section 3.21	Financing Matters	56

	ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, ISSUER AND GPI

Section 4.1	Due Organization, Good Standing, Corporate Power and Subsidiaries	57
Section 4.2	Authorization and Validity of Agreement	58
Section 4.3	Corporate Authority Relative to this Agreement; No Violation	58
Section 4.4	Parent Financial Statements	59
Section 4.5	Parent SEC Reports	60
Section 4.6	Absence of Certain Changes or Events	61
Section 4.7	Actions; Litigation	62
Section 4.8	Compliance with Laws; Certain Licenses	62
Section 4.9	Board Approval; No Vote Required	62
Section 4.10	Brokers or Finders; Transaction Bonuses	62
Section 4.11	Tax Matters	63
Section 4.12	Certain Payments	63
Section 4.13	Financing Matters	64

	ARTICLE V COVENANTS

Section 5.1	Conduct of the Transferred Business Pending the Closing	65
Section 5.2	Conduct of Parent’s Business Pending the Closing	69
Section 5.3	Cooperation and Efforts	69
Section 5.4	Competition Approvals	70
Section 5.5	Access	71
Section 5.6	Exclusivity	72
Section 5.7	Real Property Matters	72
Section 5.8	Public Announcements	73
Section 5.9	Defense of Litigation	73
Section 5.10	Notification of Certain Events	74
Section 5.11	Control of Other Party’s Business	74
Section 5.12	Post-Closing Access; Preservation of Records	74
Section 5.13	Financial Statements	75
Section 5.14	Employment Terms for Business Employees	76
Section 5.15	Assignment of Employee Restrictive Covenant Agreements	83
Section 5.16	Guarantee Obligations and Liens	83
Section 5.17	Insurance	85
Section 5.18	Further Assurances	85


Section 5.19	No Use of Certain Retained Names	86
Section 5.20	Tax Matters	87
Section 5.21	Cooperation with Financing Transactions	89
Section 5.22	GPI Credit Agreement	91
Section 5.23	Assumed Financing	93
Section 5.24	Contributed Entity	94
Section 5.25	Transition Services Agreement	94
Section 5.26	Licensed Patents	94
Section 5.27	Transferred Intellectual Property License Agrement	94

	ARTICLE VI ACCESS TO INFORMATION

Section 6.1	Provision of Information	95
Section 6.2	Privileged Information	96
Section 6.3	Retention of Information	97
Section 6.4	Confidentiality	97
Section 6.5	Cooperation with Respect to Government Reports and Filings	99

	ARTICLE VII CONDITIONS TO CLOSING

Section 7.1	Conditions to the Obligations of Each Party	100
Section 7.2	Additional Conditions to the Obligations of Transferor	100
Section 7.3	Additional Conditions to the Obligations of Parent, Issuer and GPI	101
Section 7.4	Frustration of Closing Conditions	102

	ARTICLE VIII INDEMNIFICATION

Section 8.1	Survival; Exclusive Remedy	102
Section 8.2	Indemnification	103
Section 8.3	Procedures for Indemnification of Third-Party Claims	104
Section 8.4	Reductions for Insurance Proceeds	107
Section 8.5	Direct Claims	107
Section 8.6	Joint Defense and Cooperation	108
Section 8.7	Environmental Access, Control and Cooperation	108

	ARTICLE IX TERMINATION, AMENDMENT AND WAIVER

Section 9.1	Termination or Abandonment	109
Section 9.2	Effect of Termination	110
Section 9.3	Fees and Expenses	110

iii



	ARTICLE X GENERAL PROVISIONS

Section 10.1	Notices	110
Section 10.2	Counterparts; Delivery by Electronic Transmission	111
Section 10.3	No Third Party Beneficiaries	112
Section 10.4	Entire Agreement	112
Section 10.5	Assignment	112
Section 10.6	Governing Law; WAIVER OF JURY TRIAL	112
Section 10.7	Jurisdiction; Service of Process	113
Section 10.8	Severability	114
Section 10.9	Headings	115
Section 10.10	Attorneys’ Fees	115
Section 10.11	Amendment	115
Section 10.12	Extension; Waiver	115
Section 10.13	Specific Performance	115
Section 10.14	Damages Waiver	115
Section 10.15	Reference to Time	116
Section 10.16	No Representations or Warranties	116
Section 10.17	No Recourse	117

EXHIBITS



Exhibit A		Form of Issuer Operating Agreement

Exhibit B		Form of Exchange Agreement

Exhibit C		Form of Governance Agreement

Exhibit D		Form of Registration Rights Agreement

Exhibit E		[Reserved]

Exhibit F		Form of Tax Receivable Agreement

Exhibit G		Form of Transferor Restrictive Covenant Agreement

Exhibit H		Form of Retained Intellectual Property License Agreement

Exhibit I		Form of Transition Services Agreement

Exhibit J		[Reserved]

Exhibit K-1		Form of Sublease

Exhibit K-2		Form of Lease Assignment

Exhibit L		Form of Tax-Exempt Bond Agreement

Exhibit M		Form of Taxable Augusta Bonds Assignment and Assumption Agreement

TRANSACTION AGREEMENT

This TRANSACTION AGREEMENT, dated as of October 23, 2017 (this “Agreement”), is entered into by and among International Paper Company, a New York corporation (“Transferor”), Graphic Packaging Holding Company, a Delaware corporation (“Parent”), Gazelle Newco LLC, a Delaware limited liability company (“Issuer”) and Graphic Packaging International, Inc., a Delaware corporation (“GPI”).

W I T N E S S E T H

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

WHEREAS, on the date hereof, Parent is the sole member, and owns all of the equity interests, of Issuer;

WHEREAS, on the date hereof, Parent is the sole stockholder, and owns all of the outstanding capital stock, of GPI; and

WHEREAS, in accordance with and subject to the terms and conditions set forth herein, at the Closing, (a) Transferor desires to contribute, convey, assign, transfer and deliver to Issuer, and Issuer desires to receive, acquire and take assignment of, all of Transferor’s right, title and interest in and to the Transferred Assets, and Issuer desires to assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities, (b) Issuer desires to contribute, convey, assign, transfer and deliver to GPI, and GPI desires to receive, acquire and take assignment of, all of Issuer’s right, title and interest in and to the Transferred Assets, and GPI desires to assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities and (c) Transferor and a wholly owned indirect Subsidiary of Parent desire to enter into an Amended and Restated Limited Liability Company Agreement of Issuer in the form attached as Exhibit A hereto (the “Issuer Operating Agreement”), which sets out the rights, obligations and interest of the members with regard to Issuer and the operation of Issuer.

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

ARTICLE I

DEFINED TERMS

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

“Accountant” shall have the meaning set forth in Section 2.4(c).

“Accrued Vacation Days” shall have the meaning set forth in Section 5.14(g)(i).

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

“Affiliate” shall mean a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise.

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

“Amendment” shall have the meaning set forth in Section 4.13.

“Amendment Commitment Letter” shall have the meaning set forth in Section 4.13.

“Annual Vacation Accrual” means with respect to a Transferred Employee (i) who, under the Transferor’s practices in effect prior to the Closing Date, was eligible to accrue vacation and paid time off once per year on or about the last day of each calendar year, the number of days that were credited by Transferor to such Transferred Employee’s as the year end immediately prior to the Closing Date or (ii) who eligibility for vacation accrual under Transferor’s practices in effect prior to the Closing Date, is not described in subclause (i), the amount of vacation which such person would have been entitled to accrue under Transferor’s practices in the 12-month period over which such person’s vacation would have accrued which includes the Closing Date.

“Anti-Money Laundering Laws” shall have the meaning set forth in Section 3.19(c).

“Applicable Accounting Principles” means GAAP as applied in a manner consistent with the GAAP-compliant methodologies, practices, estimation techniques, classifications, judgments, assumptions and principles used in the preparation of the Transferred Business Summary Financial Statements.

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

“Asset” shall mean any and all assets, properties and rights, wherever located, whether real, personal or mixed, tangible or intangible, current or long-term.

“Assumed Debt” shall mean (i) the indebtedness incurred pursuant to the Assumed Financing and (ii) all Liabilities relating to or arising from the Taxable Augusta Bonds.

“Assumed Financing” shall have the meaning set forth in Section 3.21.

“Assumed Financing Commitment Letter” shall have the meaning set forth in Section 3.21.

“Assumed Financing Parties” shall have the meaning set forth in Section 5.21(a).

“Assumed Liabilities” shall mean, collectively:

(i) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from the Transferred Business in the ordinary course of business, including the Liabilities set forth on the Transferred Business Summary Financial Statements (to the extent not satisfied in the operation of the Transferred Business in the ordinary course prior to the Closing Date);

(ii) all Current Liabilities to the extent included in the calculation of the Closing Date Working Capital;

(iii) all Liabilities to the extent relating to or arising from any Transferred Assets in the ordinary course of business;

(iv) those Liabilities under Contracts that are Transferred Assets and Shared Contracts to the extent allocated to Issuer or GPI pursuant to Section 2.7 (“Assumed Contracts”);

(v) all Liabilities to the extent arising from any Transferor Guarantee; and

(vi) the Assumed Debt;

provided that Assumed Liabilities shall not include any Excluded Liabilities.

“Business Day” shall mean a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

“Business Employee” shall mean (i) each person who, as of the date of this Agreement, is an employee of Transferor or any of its Affiliates whose principal duties are or were performed with respect to the Transferred Business, (ii) each person who, prior to the date of this Agreement, was an employee of Transferor or any of its Affiliates whose principal duties are or were performed with respect to the Transferred Business, and (iii) each person who, after the date of this Agreement, is hired by Transferor or any of its Affiliates as permitted under Section 5.1 and whose principal duties are performed with respect to the Transferred Business.

“Business Employee List” shall have the meaning set forth in Section 3.14(i).

“Calculation Time” shall mean 11:59 p.m., New York time, on the Closing Date.

“Cash and Cash Equivalents” shall mean, as of any date of determination, all cash and cash equivalents, including certificates of deposit or bankers’ acceptances maturing within six months from the date of acquisition thereof, and marketable direct obligations issued by, or unconditionally guaranteed by, the United States government or an agency thereof, and investments in money market funds and all deposited but uncleared bank deposits.

“CBA” shall have the meaning set forth in Section 5.14(h)(i).

“CBA Facilities” shall have the meaning set forth in Section 5.14(h)(ii).

“Closed Facilities” shall mean the real property listed on Section 1.1(c) of the Transferor Disclosure Schedules.

“Closing” shall have the meaning set forth in Section 2.1.

“Closing Balance Sheet” shall have the meaning set forth in Section 2.4(a).

“Closing Date” shall have the meaning set forth in Section 2.1.

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

“Closing Statement” shall have the meaning set forth in Section 2.4(a).

“COBRA” shall have the meaning set forth in Section 5.14(a).

“Code” shall mean the Internal Revenue Code of 1986.

“Common Unit” shall have the meaning given to it in the Issuer Operating Agreement.

“Competition Laws” shall have the meaning set forth in Section 5.4.

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

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

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

“Confidentiality Agreement” shall mean the Confidentiality Agreement by and between Transferor and Parent, dated as of July 14, 2017.

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

“Contributed Entity” shall have the meaning set forth in Section 5.24.

“Contributed Entity Interest” shall have the meaning set forth in Section 3.1(c).

“Controlling Party” shall have the meaning set forth in Section 8.7(b).

“Current Assets” shall mean all Assets (other than LIFO inventory reserve, Excluded Assets and Cash and Cash Equivalents) to the extent used or held for use in, or to the extent arising from relating to, the conduct of the Transferred Business that are current assets, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“Current Liabilities” shall mean all Liabilities (other than Excluded Liabilities, deferred rent and any indebtedness for borrowed money) to the extent relating to or arising from the conduct of the Transferred Business that are current liabilities, determined as of the Calculation Time in accordance with the Applicable Accounting Principles.

“Dataroom” shall mean the electronic data room established by Xxxxxxx Corporation DataSite on behalf of Transferor under the code name “Project Crabapple.”

“Deferred Employment Date” shall mean with respect to any Inactive Business Employee the date following the Closing on which such individual is first eligible to return to the performance of services to the Transferred Business. If any Inactive Business Employee (i) does not have a Deferred Employment Date on or before twelve months following Closing Date or such later date as is required under applicable Law or the terms of any applicable collective bargaining agreement, or (i) does have a Deferred Employment Date but does not return to the performance of services to the Transferred Business within twelve months following Closing Date or such later date as is required under applicable Law or the terms of any applicable collective bargaining agreement, such person shall for all purposes of this Agreement be deemed to be a Former Business Employee and not be a Transferred Employee.

“Definitive Amended Financing Agreements” shall have the meaning set forth in Section 5.22(a).

“Delayed Transfer Assets” shall mean any Assets (other than Excluded Assets) contemplated by Section 2.5 not transferred on or prior to the Closing Date.

“Delayed Transfer Liabilities” shall mean any Liabilities (other than Excluded Liabilities) contemplated by Section 2.5 not transferred on or prior to the Closing Date.

“Dispute Resolution Request” shall have the meaning set forth in Section 2.4(c).

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

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

“Environmental Indemnity Claims” shall have the meaning set forth in Section 8.7.

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

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

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

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

“Exchange Agreement” shall mean the Exchange Agreement by and among Transferor, Parent, Gazelle Holdco and Issuer substantially in the form attached hereto as Exhibit B.

“Excluded Assets” shall mean, collectively, all of the right, title and interest of Transferor and its Subsidiaries in all Assets held by them that do not meet the definition of Transferred Assets, and shall include the following (whether or not otherwise described in the definition of Transferred Assets):

(i) all Retained Contracts;

(ii) Cash and Cash Equivalents;

(iii) the capital stock of each Subsidiary of Transferor (other than the capital stock of the Purchased Entity);

(iv) all defenses and counterclaims relating to any Excluded Liability;

(v) all claims, causes of action and rights (or any share thereof) to the extent relating to or arising from any other Excluded Asset or Excluded Liability;

(vi) without limiting the rights of Issuer or GPI pursuant to Section 5.17, all Policies;

(vii) all rights of Transferor under the Transaction Agreements;

(viii) all Closed Facilities and the sales office of Transferor used by the Transferred Business and located in Chicago, Illinois;

(ix) all other Assets of Transferor and its Subsidiaries to the extent specifically assigned to or agreed to be retained by Transferor and its Subsidiaries pursuant to this Agreement or any other Transaction Agreement;

(x) any Assets underlying or otherwise relating to any Transferor Benefit Plan, other than the assets related to the flexible spending accounts of Transferred Employees transferred to GPI pursuant to Section 5.14(i);

(xi) all refunds and credits of Taxes with respect to a Pre-Closing Tax Period;

(xii) Transferor’s interest as tenant (including its right to any security deposit delivered by Transferor) under each Lease relating to each Leased Real Property subleased from Transferor to GPI pursuant to Section 2.5(c) (until such time as such sublease is terminated and such Lease is assigned from Transferor to GPI pursuant to Section 2.5(d), at which time Transferor’s interest as tenant (including its right to any security deposit delivered by Transferor) shall be a Transferred Asset); and

(xiii) the Assets described on Section 1.1(b) of the Transferor Disclosure Schedules.

“Excluded Employees List” shall have the meaning set forth in Section 5.14(a).

“Excluded Liabilities” shall mean, collectively:

(i) all Liabilities of Transferor or any of its Subsidiaries not included in clauses (i) – (vi) of the definition of Assumed Liabilities, including all Liabilities to the extent relating to or arising from the Transferor Business and the Liabilities of or allocated to Transferor or any of its Subsidiaries under the Transaction Agreements;

(ii) all Liabilities under the Shared Contracts except to the extent assumed by Issuer or GPI pursuant to Section 2.7;

(iii) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from Retained Contracts;

(iv) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from any Transferor Guarantee;

(v) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from any Excluded Asset, other than (in each case to the extent relating to or arising from the Transferred Business) Liabilities relating to Delayed Transfer Assets or any other Excluded Assets the benefit of which continues to be provided to Issuer or GPI after the Closing Date;

(vii) all Liabilities for Taxes arising out of or relating to or in respect of any business, asset, property or operation of Transferor or its Affiliates (including the Transferred Business and the Transferred Assets) with respect to a Pre-Closing Tax Period, and Transferor’s share of Transfer Taxes described in Section 5.20(a);

(viii) Encumbrances relating to or arising from any Excluded Liability;

(ix) the Retained Benefit Liabilities and the Retained Employment Liabilities;

(x) all Liabilities relating to any Former Business Employees;

(xi) all Environmental Claims and all other Liabilities arising under Environmental Laws relating to or arising from (i) properties or facilities formerly owned, leased or operated in connection with the Transferred Business, (ii) the off-site transportation, storage, disposal or arrangement for disposal of Hazardous Materials on or prior to the Closing or (iii) fines or penalties imposed by any Governmental Authority relating to any violations of or non-compliance with Environmental Laws occurring on or prior to the Closing Date in connection with operations at the Transferred Real Property

or in connection with the conduct or operation of the Transferred Business (the “Retained Environmental Liabilities”);

(xii) any Liabilities relating to any Inactive Business Employee relating to any period after the Closing and prior to the date, if any, such Inactive Business Employee becomes a Transferred Business Employee;

(xiii) all Liabilities relating to operations of the Transferred Business conducted at Closed Facilities;

(xiv) all Liabilities in respect of Indebtedness (other than the Assumed Debt);

(xv) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from the Tax-Exempt Bonds;

(xvi) all Liabilities of Transferor or any of its Subsidiaries to the extent relating to or arising from the Term Loan Bonds;

(xvii) all Liabilities relating to any worker’s compensation claims arising from events that occurred prior to the Closing; and

(xviii) the Liabilities described in Section 1.1(d) of the Transferor Disclosure Schedules.

“Existing Credit Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of October 1, 2014, as amended, restated, supplemented or modified from time to time (including the Amendment after the date thereof), among GPI and certain Subsidiaries thereof and the several banks and financial institutions from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender, Swing Line Euro Tranche Lender, an L/C Issuer and Alternative Currency Funding Fronting Lender.

“FCPA” shall have the meaning set forth in Section 3.19(a).

“Final Closing Statement” shall have the meaning set forth in Section 2.4(c).

“Financial Instruments” shall mean credit facilities, guarantees, commercial paper, interest rate swap agreements, foreign currency forward exchange contracts, letters of credit, surety bonds and similar instruments.

“Financing Documents” shall have the meaning set forth in Section 4.13.

“Forfeited Value” shall have the meaning set forth in Section 5.14(f).

“Former Business Employee” shall mean any Business Employee who has ceased to be an employee of the Transferred Business prior to the Closing or who is not a Transferred Business Employee.

“Funding Date” shall mean the date of the funding of the initial facility pursuant to the Assumed Financing.

“GAAP” shall mean United States generally accepted accounting principles.

“Gazelle Holdco” shall mean a Delaware limited liability company to be a wholly owned indirect Subsidiary of Parent to be formed prior to Closing.

“Governmental Authority” shall mean any foreign, federal, state or local court, administrative agency, official board, bureau, governmental or quasi-governmental entities having competent jurisdiction over Transferor or Parent, any of their respective Subsidiaries and any other tribunal or commission or other governmental department, authority or instrumentality or any subdivision, agency, mediator, arbitrator, commission or authority of competent jurisdiction.

“Governance Agreement” the Governance Agreement by and among Transferor, Issuer and Parent substantially in the form attached hereto as Exhibit C.

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

“GPI Indentures” shall mean, collectively, (a) that certain Indenture, dated as of September 29, 2010, by and among Graphic Packaging International, Inc. and Graphic Packaging Holding Company, Graphic Packaging Corporation, and the other Note Guarantors from time to time parties thereto, as Note Guarantors, and U.S. Bank National Association, as Trustee (as supplemented and amended by the Supplemental Indenture, dated as of April 2, 2013, and as may be further amended, supplemented or otherwise modified from time to time), together with (b) that certain Indenture, dated as of November 6, 2014, by and among Graphic Packaging Holding Company, Graphic Packaging International, Inc. and U.S. Bank National Association, as Trustee (as supplemented and amended by the First Supplemental Indenture, dated as of November 6, 2014 and the Second Supplemental Indenture, dated as of August 11, 2016, and as may be further amended, supplemented or otherwise modified from time to time).

“Graphic Business” shall mean the business conducted by Issuer and its Subsidiaries.

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

“HSR Act” shall mean the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“Inactive Business Employee” means any Business Employee who is on an approved leave of absence from work for the Transferred Business at the Closing.

“Indebtedness” means without duplication, (i) all indebtedness for borrowed money together with all prepayment premiums and penalties and accrued interest thereon, including any indebtedness evidenced by any note, bond, debenture or other debt security, (ii) all Liabilities under derivatives, swap or exchange agreements, and other obligations for any guaranty of the indebtedness of any other Person, together with all accrued interest thereon, (iii) all Liabilities created or arising under any conditional purchase or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (iv) all obligations under leases as a lessee that have been properly or must be, in accordance with GAAP, recorded as capital leases, (v) Liabilities under securitization or receivables factoring arrangements or transactions, (vi) any Liabilities for the deferred revenue or deferred purchase price of goods and services (other than Accounts Payable arising in the ordinary course of business) and (vii) indebtedness referred to in clauses (i) – (vi) above to the extent directly or indirectly guaranteed by the Transferred Business or the Purchased Entity. For the avoidance of doubt, “Indebtedness” shall not include any item included as a Current Liability.

“Indemnifiable Losses” means all Losses, judgments or settlements of any nature or kind, including all costs and expenses (legal, accounting or otherwise) that are reasonably incurred relating thereto, suffered by an Indemnitee, including any costs or expenses of enforcing any indemnity hereunder, any costs of collection and all Taxes resulting from indemnification payments hereunder.

“Indemnifying Party” means, with respect to a matter, a Person that is obligated under this Agreement to provide indemnification with respect to such matter.

“Indemnitee” means, with respect to a matter, a Person that may seek indemnification under this Agreement with respect to such matter.

“Information” shall mean all lists of customers, records pertaining to customers and accounts, copies of Contracts, personnel records, lists and records pertaining to customers, suppliers and agents, and all accounting and other books, records, ledgers, files and business records, data and other information of every kind (whether in paper, electronic, microfilm, computer tape or disc, magnetic tape or any other form).

“Infringes” shall have the meaning set forth in Section 3.15(c).

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

“Intellectual Property Assets” shall mean all Transferred Intellectual Property, Transferred Patents and Transferred Trademarks, together with all income, royalties, damages and payments relating thereto due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof), the right to xxx and recover for past infringements or misappropriations thereof, and any and all corresponding rights, claims and remedies that, now or hereafter, may be secured throughout the world.

“Inventory” shall have the meaning set forth in the definition of Transferred Assets.

“IP UK” shall mean International Paper Group (UK) Limited, a UK limited company.

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

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

“Issuer Indemnitees” means Issuer, its Subsidiaries (including GPI) and its and their members (other than Transferor) and Affiliates, in each case, from and after the Closing, and each of their respective present, former and future Representatives and each of the respective heirs, executors, successors and assigns of any of the foregoing.

“Issuer Operating Agreement” shall have the meaning set forth in the recitals hereto.

“Issuer’s Standard Medical Plans” shall have the meaning set forth in Section 5.14(c).

“Key Business Employees” shall mean those Business Employees set forth on Section 1.1(e) (Key Business Employees) of the Transferor Disclosure Schedules.

“Knowledge” shall mean (i) with respect to Transferor, the actual knowledge of any of the persons listed on Section 1.1(f) (Knowledge) of the Transferor Disclosure Schedules, and (ii) with respect to Parent, the actual knowledge of any of the persons listed on Section 1.1(a) (Knowledge) of the Parent Disclosure Schedules.

“Law” shall mean any federal, state, local or foreign law (including common law), statute, code, ordinance, rule, regulation, judgment, order, injunction, decree, arbitration award, agency requirement, license, treaty or permit of any Governmental Authority.

“Lease” shall have the meaning set forth in Section 2.5(c).

“Leased Real Property” means all leasehold or subleasehold estates and other similar rights of Transferor or its Subsidiaries to use or occupy any land, buildings or structures that are currently used primarily in the conduct of the Transferred Business.

“Lender” shall mean any lender, prospective lender, note purchaser, prospective note purchaser, lead arranger, arranger, agent or other representative of or to Transferor, including any party to the Assumed Financing Commitment Letter or the Amendment Commitment Letter.

“Liability” shall mean all debts, liabilities, obligations, Losses, interest and penalties of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising.

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

“Litigation Matters” means all demands, actions, claims, charges, grievances, complaints, arbitrations, mediations, proceedings, inquiries, reviews, audits, hearings, pending or threatened litigation, investigations, suits, countersuits or other legal matters

of any nature, whether civil, criminal, administrative, investigative, regulatory or informal, commenced, brought or heard by or before any Governmental Authority, in the case of each of the foregoing, that have been or may be asserted against, or otherwise adversely affect, Transferor or Issuer (or any of their respective Subsidiaries).

“Losses” shall mean any and all damages, judgments, awards, liabilities, losses (including to the extent reasonably foreseeable lost profits, lost revenue and diminution in value), obligations, claims of any kind or nature, fines and costs and expenses (including interest, penalties, reasonable fees and expenses of attorneys, auditors, consultants and other agents and all amounts paid in investigation, defense or settlement of any of the foregoing and the enforcement of any rights hereunder).

“Material Adverse Effect” shall mean any effect, change or circumstance, individually or in the aggregate, that is, or would reasonably be expected to be, materially adverse to (x) the Transferred Business, Transferor or any of Transferor’s Subsidiaries with respect to the Transferred Business, or the financial condition or results of operations of the Transferred Business, taken as a whole, or (y) the ability of Transferor to consummate the Transactions and to perform its obligations under this Agreement and the Transaction Agreements; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has occurred, a Material Adverse Effect: any adverse effect, change or circumstance, individually or in the aggregate, arising from or relating to (i) general business or economic conditions, including any such conditions as they relate to the Transferred Business and matters generally affecting the industries in which the Transferred Business operates, (ii) national or international political or social conditions, including the engagement by the U.S. in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack upon the U.S., or any of its territories, possessions, or diplomatic or consular offices or upon any military installation, equipment or personnel of the U.S., (iii) financial, banking or securities markets, (iv) changes in GAAP, (v) changes in any Laws, (vi) the negotiation or execution of this Agreement or any of the Transaction Agreements, any actions that are required to be taken by this Agreement or the Transaction Agreements, or the pendency or announcement of the Transactions (except that (a) clauses (v) and (vi) shall be disregarded for purposes of clause (y) above and (b) clause (vi) shall be disregarded as the term “Material Adverse Effect” is used in Section 3.3 hereof and, to the extent relating to Section 3.3 hereof, Section 7.3(a) hereof); provided, that, in the case of clauses (i), (ii), (iii), (iv) and (v), such effects, changes or circumstances shall be taken into account in determining whether a Material Adverse Effect exists or would reasonably be expected to exist, only if the Transferred Business, Transferor or any of Transferor’s Subsidiaries with respect to the Transferred Business are disproportionately affected thereby compared to other operators in the Transferred Business.

“Material Contracts” shall have the meaning set forth in Section 3.16(a).

“Medical Transition Date” shall have the meaning set forth in Section 5.14(c).

“Mill Facilities” shall mean the coated paperboard xxxxx and associated facilities in Texarkana, TX or Augusta, GA.

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

“Non-Controlling Party” shall have the meaning set forth in Section 8.7(b).

“Non-Recourse Party” shall have the meaning set forth in Section 10.17.

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

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

“Outstanding Grant Value” shall have the meaning set forth in Section 5.14(f).

“Owned Real Property” means all land that is owned by Transferor or its Subsidiaries and currently used primarily in the conduct of the Transferred Business, together with all buildings, structures, improvements, fixtures, easements, rights of way, water lines, uses, licenses, hereditaments, tenements, privileges and other appurtenances, now or subsequently located thereon, other than Closed Facilities.

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

“Parent Audited Balance Sheet” shall have the meaning set forth in Section 4.4(a)(i).

“Parent Audited Financial Statements” shall have the meaning set forth in Section 4.4(a)(i).

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

“Parent Disclosure Schedules” shall mean the disclosure schedules delivered by Parent to Transferor concurrently herewith.

“Parent Financial Statements” shall have the meaning set forth in Section 4.4(a)(ii).

“Parent Flexible Spending Account Plan” shall have the meaning set forth in Section 5.14(i).

“Parent Fundamental Representations” shall mean the representations and warranties contained in Section 4.1(d) (Due Organization, Good Standing, Corporate Power and Subsidiaries), Section 4.2 (Authorization and Validity of Agreement), Section 4.9 (Board Approval; No Vote Required) and Section 4.10 (Brokers or Finders; Transaction Bonuses.

“Parent Interim Financial Statements” shall have the meaning set forth in Section 4.4(a)(ii).

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

“Parent SEC Reports” shall have the meaning set forth in Section 4.5(a).

“Parent Reorganization” shall mean the transactions to be undertaken by Parent and its Subsidiaries at or prior to the Closing, following which (1) GPI will have converted to a limited liability company formed in Delaware, (2) Parent will hold, directly or indirectly, all of the membership interests of Issuer and (3) Issuer will hold, directly or indirectly, all of the membership interests of GPI.

“Parent Replacement Award” shall have the meaning set forth in Section 5.14(f).

“Patent” shall have the meaning set forth in the definition of Intellectual Property.

“Pension Credit” shall mean 50% of the amount reasonably determined in good faith by Transferor’s actuary as the present value of the incremental liabilities associated with providing early retirement subsidies to the union and non-union hourly Business Employees based on service with Issuer and its Affiliates following the Closing as provided in Section 5.14(b) and calculated using the actuarial assumptions as of the date of this Agreement set forth in the applicable plan for determining actuarial equivalencies; provided that, prior to finalizing its determination, Transferor’s actuary shall present its calculations for review by Parent’s actuary, shall correct any errors identified by Parent’s actuary and give due consideration to such other suggested adjustments, , as Parent’s actuary shall provide.

“Permitted Encumbrances” shall have the meaning set forth in Section 3.7(b).

“Person” shall mean a natural person, corporation, company, joint venture, individual business trust, trust association, partnership, limited partnership, limited liability company or other entity, including a Governmental Authority.

“Policies” shall mean all insurance policies, insurance Contracts and claim administration Contracts of any kind of Transferor and its Subsidiaries and their predecessors which were or are in effect at any time at or prior to the Closing Date.

“Pre-Closing Environmental Liabilities” shall mean Environmental Claims and all other Liabilities arising under Environmental Law (other than Retained Environmental Liabilities) that (i) are an affirmative legal obligation under applicable Environmental Laws to conduct or fund any action to remediate, investigate, clean up, remove, treat, or otherwise mitigate the presence or Release of Hazardous Materials on or prior to the Closing Date at, on, under or from the Transferred Real Property or to complete post-remedial investigations, monitoring, operation, and maintenance with respect thereto or (ii) result or arise from any exposure or alleged exposure to any Hazardous Material emitted or discharged in connection with the operations of the Transferred Business or the Transferred Real Property prior to the Closing Date whether or not such exposure or alleged exposure result or arise from a violation of or non-compliance with Environmental Laws in force and effect on the Closing Date. For the avoidance of doubt, Pre-Closing Environmental Liabilities include Environmental Claims and Liabilties that result or arise from any exposure or alleged exposure to asbestos or asbestos-containing materials on or prior to the Closing Date or any maintenance, repair, removal or disposal of asbestos or asbestos-containing materials required as of the Closing Date under any Environmental Law in force and effect on the Closing Date.

“Pre-Closing Tax Period” shall mean any Tax period ending on or before the Closing Date and, with respect to any Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax period ending at the completion of the Closing Date.

“Privileged Information” means with respect to a Person or its Subsidiaries, Information regarding such Person or its Subsidiaries or any of its or their operations, Assets or Liabilities (whether in documents or stored in any other form (electronic or tangible) or known to its or their employees, Representatives or agents) that is or may be protected from disclosure pursuant to the attorney-client privilege, the work product doctrine or another applicable privilege, that such Person or its Subsidiaries may come into possession of or obtain access to pursuant to this Agreement, any other Transaction Agreement or otherwise.”

“Purchased Entity” shall mean International Paper Foodservice Europe Limited.

“Purchased Entity Shares” shall have the meaning set forth in Section 2.3.

“Registration Rights Agreement” shall mean the Registration Rights Agreement by and between Transferor and Parent substantially in the form attached hereto as Exhibit D.

“Release” shall mean any intentional or unintentional release, discharge, spill, leaking, pumping, pouring, emitting, emptying, injection, migration, disposal or dumping of a Hazardous Material and any condition that results in exposure of a Person to a Hazardous Material, including but not limited to vapor intrusion.

“Representative” shall mean, with respect to any Person, any of such Person’s directors, managers or persons acting in a similar capacity with such Person’s approval on its behalf, officers, employees, agents, consultants, financial and other advisors, accountants, attorneys and other representatives.

“Required Amendments” means the amendments to the Existing Credit Agreement described in Section 5.22 of the Transferor Disclosure Schedules.

“Responsive Action” shall have the meaning set forth in Section 8.7(a).

“Restrictive Covenant Agreement” shall have the meaning set forth in Section 5.15.

“Retained Benefit Liabilities” shall mean any Liabilities arising from, under or with respect to any Transferor Benefit Plan or Multiemployer Plan, other than those expressly assumed by Issuer pursuant to Section 5.14.

“Retained Contracts” shall mean all Contracts of Transferor and its Subsidiaries other than (i) Shared Contracts and (ii) Contracts that are used primarily in or related primarily to or arise primarily from the Transferred Business.

“Retained Employment Liabilities” shall have the meaning set forth in Section 5.14(k).

“Retained Information” shall have the meaning set forth in Section 6.3.

“Retained Intellectual Property License Agreement” shall mean the Intellectual Property license by and between Transferor and GPI substantially in the form attached hereto as Exhibit H.

“Retained Names” shall mean the names and marks set forth in Section 1.1(g) of the Transferor Disclosure Schedules and any name or xxxx derived from, similar to or including any of the foregoing (in each case, in any style or design).

“Xxxxxxxx-Xxxxx Act” shall have the meaning set forth in Section 3.6(a).

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

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

“Shared Contracts” means Contracts to which Transferor or any of its Subsidiaries is a party pursuant to which the counterparty currently provides products, services or intellectual property to both the Transferred Business and the Transferor Business, but excluding Retained Contracts and Contracts for products or services that are available to Issuer pursuant to the Transition Services Agreement or are described on Section 5.25 of the Transferor Disclosure Schedules.

“Springing Date” shall mean the date the conditions precedent set forth in Annex IV(c) of the Assumed Financing Commitment Letter are satisfied.

“Straddle Period” shall mean any Tax period that includes, but does not end on, the Closing Date.

“Subsidiary” shall mean, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person, a Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, has either (i) a majority ownership in (x) the equity or

(y) the interest in the capital or profits thereof, (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity, or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

“Supply Agreements” shall mean the Supply Agreements by and between Transferor and GPI with terms consistent with the terms set forth in the Supply Agreements Framework set forth on Section 1.1(h) of the Transferor Disclosure Schedules.

“Surveys” shall have the meaning set forth in Section 5.7(a).

“Target Working Capital” shall mean $327,000,000.

“Tax” shall mean all taxes, charges, fees, duties, levies, imposts, required deposits, rates or other like assessments or governmental charges imposed by any federal, state, local or foreign Governmental Authority, including income, gross receipts, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including Taxes under Section 59A of the Code), custom duties, property (including real, personal or intangible), sales, use, license, capital stock, transfer, franchise, registration, payroll, withholding, social security (or similar), unemployment, disability, value added, alternative or add-on minimum or other taxes, whether disputed or not, and including any interest, penalties or additions attributable thereto, and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person (other than pursuant to customary indemnity or gross-up provisions included in Contracts entered into in the ordinary course of business).

“Tax-Exempt Bond Agreement” shall mean a tax-exempt bond agreement by and between Transferor and GPI with respect to certain Transferred Assets that were refinanced with proceeds of the Tax-Exempt Bonds, substantially in the form attached hereto as Exhibit L.

“Tax-Exempt Bonds” shall mean, collectively, (i) the $7,000,000 Development Authority of Richmond County Environmental Improvement Revenue Bonds, 2009 Series A (International Paper Company Project), (ii) the $3,625,000 Development Authority of Richmond County Recovery Zone Facility Bonds, 2009 Series B (International Paper Company Project), (iii) the $6,000,000 Cass County Industrial Development Corporation Environmental Improvement Revenue Bonds, 2009 Series A (International Paper Company Project) and (iv) the $5,200,000 Cass County Industrial Development Corporation Environmental Improvement Revenue Refunding Bonds, 2009 Series B (International Paper Company Project).

“Tax Return” shall mean any return, declaration, statement, report, schedule, form or information return or any amendment to any of the foregoing relating to Taxes.

“Taxable Augusta Bonds” shall mean the $200,000,000 Development Authority of Richmond County Revenue Bonds, 2002 Series A (International Paper Company Project).

“Taxable Augusta Bonds Assignment and Assumption Agreement” shall mean an assignment and assumption agreement by and between Transferor and GPI with respect to the Lease and Financing Agreement, Guaranty Agreement and administrative fee agreement, relating to the Taxable Augusta Bonds, substantially in the form attached hereto as Exhibit M.

“Taxing Authority” means any Governmental Entity exercising Tax authority.

“Tax Receivable Agreement” shall mean the Tax Receivable Agreement by and between Transferor and Parent substantially in the form attached hereto as Exhibit F.

“Term Loan Bonds” shall mean, collectively, (i) the $13,500,000 Development Authority of Richmond County Environmental Improvement Revenue Refunding Bonds (International Paper Company Project), Series 2015A, (ii) the $4,560,000 Cass County Industrial Development Corporation Environmental Improvement Revenue Refunding Bonds (International Paper Company Project), Series 2015A and (iii) the $5,900,000 Cass County Industrial Development Corporation Environmental Improvement Revenue Refunding Bonds (International Paper Company Project), Series 2017A.

“Termination Date” shall have the meaning set forth in Section 9.1(b).

“Third-Party Claim” means any actual or threatened Litigation Matter by or before any Governmental Authority asserted by a Person who or which is neither a party to this Agreement nor a controlled or jointly controlled Affiliate of a party to this Agreement.

“Third-Party Landlord” means the applicable third-party landlord under each of the Leases.

“Title Commitments” shall have the meaning set forth in Section 5.7(a).

“Title Evidence” shall have the meaning set forth in Section 5.7(a).

“Trademark” shall have the meaning set forth in the definition of Intellectual Property.

“Transaction Agreements” shall mean, collectively, (a) the Exchange Agreement, (b) the Issuer Operating Agreement, (c) the Registration Rights Agreement, (d) the Supply Agreements, (e) the Tax Receivable Agreement, (f) the Transition Services Agreement, (g) the Transferor Restrictive Covenant Agreement, (h) the Governance Agreement, (i) the Retained Intellectual Property License Agreement, (j) the Tax-Exempt

Bond Agreement, (k) the Taxable Augusta Bonds Assignment and Assumption Agreement, (l) the Transferred Intellectual Property License Agreement and (m) all other documents required to be delivered on the Closing Date by any party hereto pursuant to this Agreement.

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

“Transfer Taxes” shall have the meaning set forth in Section 5.20(a).

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

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

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

“Transferor Business” shall mean all of the businesses and operations conducted by Transferor and its Subsidiaries, other than the Transferred Business, at any time, whether prior to, on or after the Closing Date.

“Transferor Disclosure Schedules” shall mean the disclosure schedules delivered by Transferor to Issuer concurrently herewith.

“Transferor Equity Award” shall have the meaning set forth in Section 5.14(f).

“Transferor Equity Award Vesting Date” shall have the meaning set forth in Section 5.14(f).

“Transferor Flexible Spending Account Plan” shall have the meaning set forth in Section 5.14(i).

“Transferor Fundamental Representations” shall mean the representations and warranties contained in Section 3.1 (Due Organization, Good Standing, Corporate Power and Subsidiaries), Section 3.2 (Authorization and Validity of Agreement), Section 3.17 (Board Approval; No Vote Required) and Section 3.18 (Brokers or Finders; Transactions Bonuses).

“Transferor Guarantee” shall have the meaning set forth in Section 5.16(a).

“Transferor Indemnitees” shall mean Transferor and each of its Subsidiaries and each of their respective present, former and future Representatives and each of the heirs, executors, successors and assigns of any of the foregoing.

“Transferor Restrictive Covenant Agreement” means the Transferor Restrictive Covenant Agreement by and between Transferor and Issuer substantially in the form attached hereto as Exhibit G.

“Transferor SEC Reports” shall have the meaning set forth in Section 3.6(a).

“Transferred Assets” shall mean, collectively, all of the right, title and interest of Transferor and its Subsidiaries as of immediately prior to the Closing in and to all of the following unless specifically identified as Excluded Assets:

(i) each of the Assets, properties, goodwill and rights of Transferor and its Subsidiaries that are either primarily used or held for use in, or that primarily arise from, the operation or conduct of the Transferred Business or that are produced by the Transferred Business for use in or sale by the Transferred Business;

(ii) all Intellectual Property Assets;

(iii) all Current Assets to the extent included in the calculation of the Closing Date Working Capital;

(iv) all Owned Real Property and all Leased Real Property (“Transferred Real Property”);

(v) all products, supplies, parts and other inventories owned by Transferor and its Subsidiaries (including any rights of Transferor and its Subsidiaries of rescission, replevin and reclamation relating thereto and products returned following the occurrence of the Closing) (“Inventory”) to the extent used or held for use in, or to the extent arising from, the operation or conduct of the Transferred Business or that are produced by the Transferred Business for use in or sale by the Transferred Business;

(vi) all other personal property and interests therein owned by Transferor and its Subsidiaries (including all leasehold improvements, trade fixtures, computers and related software, machinery, equipment, furniture, furnishings, tools, warranties, office supplies, production supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind and vehicles owned by Transferor and its Subsidiaries) that is primarily used or held for use in, or primarily arises from, the operation or conduct of the Transferred Business, in each case, other than any such personal property that is used or held for use primarily in the Transferor Business;

(vii) Contracts (other than Shared Contracts) to the extent relating to or arising from the Transferred Business;

(viii) those rights in the Shared Contracts as are allocated to Issuer or GPI as contemplated by Section 2.7;

(ix) prepaid expenses, prepaid property taxes (if any), prepaid sales and use taxes (if any), security deposits, credits, deferred charges, advanced payments, in each case, to the extent relating to or arising from the Transferred Business (other than (without limiting the obligation in Section 5.17) prepaid insurance premiums, deposits, security or other prepaid amounts in connection with workers’ compensation and other Policies and prepaid amounts with respect to any Tax liability that is an Excluded Liability);

(x) licenses, permits, registrations, authorizations and certificates or other rights issued or granted by any Governmental Authority (including the rights of Transferor and its Subsidiaries to all data and records held by such Governmental Authority in connection therewith) and all pending applications therefor to the extent, in each case, used in, or held for the benefit of, or arising from, the Transferred Business;

(xi) all other Assets of Transferor to the extent specifically assigned to Issuer or GPI pursuant to any other Transaction Agreement;

(xii) all claims, causes of action, rights, refunds, credits, defenses, counterclaims, choses in action, rights of recovery and rights of set-off of any kind (or any share thereof) to the extent relating to or arising from any other Transferred Asset or Assumed Liability, but expressly excluding any policies of, or reserves maintained by, Transferor with respect to, workers’ compensation claims;

(xiii) subject to Section 6.1, all books, records and other documents (including all books of account, ledgers, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, operating, production and other manuals, manufacturing and quality control records and procedures, billing records, sales and promotional literature) (in all cases, in any form or medium) owned by Transferor and its Subsidiaries that are used or held for use primarily in, or that relate primarily to or arise primarily out of, the conduct or operation of the Transferred Business;

(xiv) all rights and interests in and to bank accounts used or held for use exclusively in the Transferred Business, exclusive of any Cash and Cash Equivalents;

(xv) all membership interest in the Contributed Entity; and

(xvi) all other properties, Assets and rights owned by Transferor and its Subsidiaries or that Transferor and its Subsidiaries have an interest, in each case, that are used or held for use primarily in, or that arise primarily out of or that relate primarily to, the conduct or operation of the Transferred Business and that are not otherwise Excluded Assets;

provided that (x) the Transferred Assets shall not include the Purchased Entity Shares and (y) the purchasing and use by the Transferred Business of products of the Transferor Business (e.g., corrugated boxes) shall not be taken into account in determining whether Intellectual Property relating to such products meets the definition of “Intellectual Property Assets” (including any defined terms used in the definition of such term, including “Transferred Patents,” “Transferred Trademarks,” and “Transferred Intellectual Property” and the defined terms used in the definition of such terms).

“Transferred Bargaining Unit Employee” shall mean each and any Business Employee who immediately prior to the Closing is a member of a bargaining unit and who becomes a Transferred Employee.

“Transferred Business” shall mean the North American consumer packaging business of Transferor and the Purchased Entity composed of manufacturing, marketing and/or sale of coated paperboard and/or products manufactured from coated paperboard, including the foodservice business in the United Kingdom. For the avoidance of doubt “Transferred Business” excludes the coated paperboard business of Transferor as conducted at its Polish and Russian facilities.

“Transferred Business Audited Financial Statements” shall have the meaning set forth in Section 5.13.

“Transferred Business Nine-Month Audited Financial Statements” shall have the meaning set forth in Section 5.13.

“Transferred Business Nine-Month Unaudited Financial Statements” shall have the meaning set forth in Section 5.13.

“Transferred Business Guarantees” shall have the meaning set forth in Section 5.16(b).

“Transferred Business Summary Financial Statements” shall have the meaning set forth in Section 3.5(a).

“Transferred Business Unaudited Financial Statements” shall have the meaning set forth in Section 5.13.

“Transferred Business Year-End Audited Financial Statements” has the meaning set forth in Section 5.13.

“Transferred Business Year-End Unaudited Financial Statements” shall have the meaning set forth in Section 5.13.

“Transferred Employee” shall mean any Business Employee who becomes an employee of Issuer or any of its Affiliates on the Closing Date or, in the case of an Inactive Business Employee, on the day such Business Employee returns to the performance of services to the Transferred Business on or after such Business Employee’s Deferred Employment Date.

“Transferred Intellectual Property” shall mean all (i) unpatented inventions (whether or not patentable), trade secrets under applicable Law, know-how and confidential or proprietary information, including but not limited to (in whatever form or medium), discoveries, ideas, compositions, formulas, computer programs (including source and object codes), computer software documentation, database, drawings, designs, plans, proposals, specifications, photographs, samples, models, processes, procedures, data, information, manuals, reports, financial, marketing and business data, information, manuals, reports and pricing and cost information, correspondence and notes; (ii) works of authorship, mask-works, copyrights, copyrightable works and copyright and mask work registrations and applications for registration; (iii) all other Intellectual Property (including confidential information); and (iv) all claims and rights relating to any of the foregoing, in each case of (i), (ii), (iii) and (iv), to the extent primarily used, held for use in, or arising from the conduct of the Transferred Business and owned by Transferor or its Subsidiaries, provided, however, that Patents and Trademarks are not included in Transferred Intellectual Property.

“Transferred Intellectual Property License Agreement” shall mean the agreement, to be entered into at the time of Closing, pursuant to which GPI grants Transferor, or an Affiliate designated by Transferor (including a joint venture to the extent that the joint venture remains an Affiilate of Transferor), licenses to one or more Transferred Trademarks and, if required, other Transferred Intellectual Property, in each case used by Transferor or one of its Affiliates prior to the Closing in the Transferor Business.

“Transferred Patents” means all Patents either (a) primarily used in, held for use in, or arising from the Transferred Business (i) at the Mill Facilities or (ii) as needed to conduct the operations of the Mill Facilities and, in each case of (i) and (ii), owned by Transferor or its Subsidiaries or (b) used in, held for use in, or arising from the Transferred Business other than (i) at the Mill Facilities or (ii) as needed to conduct the operations of the Mill Facilities and, in each case of (i) and (ii), owned by Transferor or its Subsidiaries.

“Transferred Real Property” shall have the meaning set forth in the definition of Transferred Assets.

“Transferred Trademarks” means all Trademarks used in or held for use in, or arising from the Transferred Business and owned by Transferor or its Subsidiaries other than Trademarks bearing the “International Paper” or “IP” names or logos.

“Transition Services Agreement” shall mean the Transition Services Agreement by and between Transferor and GPI substantially in the form attached hereto as Exhibit I.

“Treasury Regulations” shall mean 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).

“WARN” shall have the meaning set forth in Section 3.14(c).

“Working Capital” shall mean the sum (which amount may be positive or negative) of the Current Assets, plus the Foodservice deferred ICC asset balance (BPC account 00000000 - deferred charges other), minus the Current Liabilities, minus the vacation accrual for salaried Business Employees, and calculated in accordance with the Applicable Accounting Principles; provided, however, that accrued vacation paid out to Business Employees as contemplated by Section 5.14(g) shall not be included in the calculation of Working Capital. An example of the calculation of Working Capital as of June 30, 2017 is set forth on the Working Capital Example.

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

“Working Capital Example” means the Working Capital Example set forth on Section 1.1(a) of the Transferor Disclosure Schedules setting forth a sample calculation of Working Capital and the elements thereof.

Section 1.2 Construction. When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article, Section, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article and Section headings contained in this Agreement, are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms and any reference to the masculine,

feminine or neuter gender shall be deemed to include any gender or all three as appropriate. Unless otherwise specified, any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented. Unless the context otherwise requires, “or,” “neither,” “nor,” “any,” and “either,” shall not be exclusive or disjunctive. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. As used herein, “to the extent” means “to the degree of” and not “if”.

ARTICLE II

TRANSFER; CLOSING

Section 2.1 The Closing. Unless the transactions contemplated herein shall have been abandoned and this Agreement terminated pursuant to Section 9.1, the closing of the Transactions (the “Closing”) will take place at 10:00 a.m., New York time, on a date to be specified by Transferor and Parent, which will be no later than the third Business Day after the satisfaction or waiver of the conditions set forth in ARTICLE VII hereof (the “Closing Date”) at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, unless another date or place is agreed to in writing by Transferor and Parent; provided, however that the Closing shall occur no earlier than January 1, 2018.

Section 2.2 Transfer of Transferred Assets and Assumed Liabilities at the Closing. Subject to Section 2.5 and, in the case of Information, ARTICLE VI, effective at the Closing, (a) Transferor shall, or shall cause its applicable Subsidiaries to, contribute, convey, assign, transfer and deliver to Issuer, and Issuer shall receive, acquire and take assignment of, all of Transferor’s and its Subsidiaries’ right, title and interest in and to the Transferred Assets, free and clear of all Encumbrances other than Permitted Encumbrances, and Issuer shall assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities and (b) Issuer shall contribute, convey, assign, transfer and deliver to GPI, and GPI shall receive, acquire and take assignment of, all of Issuer’s right, title and interest in and to the Transferred Assets and GPI shall assume, and agree to pay, perform, fulfill and discharge all of the Assumed Liabilities. For the avoidance of doubt, the obligation of Transferor to transfer, or cause to be transferred, the Leased Real Property will be satisfied by Transferor and GPI entering into, as of the Closing Date, a sublease or lease assignment in the form of one of Exhibits L-1 and L-2, as applicable, with such changes as a Third-Party Landlord may reasonably request and which changes are approved by GPI, and if such changes adversely affect Transferor, approved by Transferor. Prior to receipt of any required Third-Party Landlord consents to such lease assignment and/or sublease, following the Closing, such Leased Real Property and the

related Lease will be a Delayed Transfer Asset subject to Section 2.5. Transferor shall use its reasonable best efforts to obtain any Third-Party Landlord consent to any lease assignment or sublease pertaining to Leased Real Property, which is required in order to effect the Transactions; provided that, neither Transferor nor GPI shall enter into or otherwise agree to any modification of the terms of any Lease that is required in order to effect the Transactions (it being understood and agreed that the terms of Exhibits L-1 and L-2 as agreed by Transferor and GPI do not constitute a modification to the terms of any Lease) that would adversely affect the Transferred Business (including due to an increase in rent or other incremental cost to the Transferred Business under such Lease) without the prior written consent of GPI.

Section 2.3 Consideration. On the terms and subject to the conditions set forth herein, in consideration of the transfer and contribution of the Transferred Business, and otherwise to complete the transactions contemplated hereby, at the Closing, Issuer shall (i) issue to Transferor 79,911,591 common units of Issuer, free and clear of all Encumbrances other than Encumbrances arising under the Transaction Documents or applicable Law, (ii) purchase from IP UK, all of the issued and outstanding capital stock of the Purchased Entity (the “Purchased Entity Shares”) for cash in the amount of $1,100,000 and (iii) cause Transferor to be admitted as a member of Issuer upon the execution and delivery, by Transferor and Parent, of the Amended and Restated Operating Agreement of Issuer substantially in the form attached hereto as Exhibit A.

Section 2.4 Post-Closing Adjustment.

(a) Within 120 days after the Closing Date, Issuer shall cause to be prepared and delivered to Transferor (i) an unaudited balance sheet of the Transferred Business as of the Calculation Time (the “Closing Balance Sheet”) and (ii) a certificate endorsed by an executive officer of Issuer certifying a statement (the “Closing Statement”) setting forth Issuer’s good faith calculation of the Working Capital Adjustment, including reasonable detail regarding the calculations thereof. The Closing Balance Sheet and the Closing Statement shall be prepared in accordance with the Applicable Accounting Principles and shall not give effect to the Closing.

(b) Prior to delivery of the Closing Balance Sheet and Closing Statement, Transferor shall give Issuer and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Transferor (including Transferor’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit Issuer to prepare the Closing Balance Sheet and Closing Statement. During the 60 day period following Transferor’s receipt of the Closing Statement, Issuer shall give Transferor and each of its Representatives access at all reasonable times and on reasonable advance notice to the books, records, properties, working papers and personnel of Issuer (including Issuer’s senior finance and accounting personnel and its accountants) to the extent reasonably required to permit Transferor to review the Closing Balance Sheet and Closing

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

(c) Transferor and Issuer shall negotiate in good faith to resolve any disputes over any proposed adjustments to the Closing Statement during the 30 days following Issuer’s receipt of the proposed adjustments. If Transferor and Issuer are unable to resolve such dispute within such 30-day period, then, at the written request of either such party (the “Dispute Resolution Request”), each such party shall appoint a knowledgeable, responsible representative to meet in person and negotiate in good faith to resolve the disputed matters. Transferor and Issuer intend that these negotiations be conducted by experienced business representatives empowered to decide the issues. Such negotiations shall take place during the 30-day period following the date of the Dispute Resolution Request. If the business representatives resolve the dispute, such resolution shall be memorialized in a written agreement (the Closing Statement, as revised by such negotiations, written agreement or the final decision of the accounting firm referred to below, the “Final Closing Statement”). If the business representatives do not resolve the dispute during the periods described above, then Issuer and Transferor shall jointly engage PricewaterhouseCoopersLLP (the “Accountant”) to arbitrate and resolve such disputes, which resolution shall be final, binding and enforceable in accordance with Section 10.13. If PricewaterhouseCoopersLLP is unable or unwilling to act as the Accountant, a nationally recognized accounting firm shall be selected by lot from the remaining nationally recognized accounting firms that are not the regular independent auditor firm of Issuer or Transferor, and in such event references herein to the Accountant shall be deemed to refer to such replacement accounting firm. The Accountant shall be instructed to, within the 30-day period following its engagement, arbitrate and resolve such dispute based solely on the written submission provided by Transferor and Issuer and to consider only whether the Closing Statement (and each component thereof) was prepared in accordance with this Agreement and (only with respect to disputed matters submitted to the accounting firm) whether and to what extent the Closing Statement requires adjustment. In resolving any disputed matter, the Accountant shall be instructed to (i) adhere to the definitions contained in this Agreement

and the guidelines and principles of this Section 2.4 and (ii) not assign a value to any item higher than the highest value for such item claimed by either of Transferor or Issuer or lower than the lowest value claimed by either such party; provided, however, that to the extent the determination of value of any disputed item affects any other item used in calculating the Working Capital Adjustment, such effect may be taken into account by the Accountant. The fees and expenses of the Accountant shall be shared by Issuer and Transferor in inverse proportion to the relative amounts of the disputed amount determined in favor of Issuer and Transferor, respectively.

(d) Upon final determination of the Final Closing Statement pursuant to this Section 2.4, the following payments (if any) shall be made in accordance with Section 2.4(e): (i) if (x) the Working Capital Adjustment, as set forth in the Final Closing Statement, plus (y) the Pension Credit is a positive number, Issuer shall pay to Transferor an amount equal to such excess and (ii) if (x) the Working Capital Adjustment, as set forth in the Final Closing Statement, plus (y) the Pension Credit is a negative number, Transferor shall pay to Issuer an amount equal to such deficit; provided, however, that the Working Capital Adjustment shall be deemed to be zero for the purpose of this sentence if the Closing Date Working Capital is equal to or greater than $324,000,000 and less than or equal to $330,000,000.

(e) Any amount payable pursuant to Section 2.4(d) shall be made via wire transfer of immediately available funds within five Business Days after the date upon which the Closing Statement becomes a Final Closing Statement.

Section 2.5 Delayed Transfers; Misallocated Assets and Liabilities.

(a) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign, directly or indirectly, any Asset or assume any Liability if, but solely to the extent, an attempted direct or indirect assignment or assumption thereof, without the consent of a third party or approval of a Governmental Authority, would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Authority or of applicable Law until such time as the necessary consent or approval is obtained. If any direct or indirect transfer or assignment by Transferor to Issuer or GPI of any interest in, or Liability, obligation or commitment under, any Transferred Asset or Assumed Liability as contemplated by this Agreement requires the consent of a third party or approval of a Governmental Authority, then (subject to Section 2.5(c) in the case of Leased Real Property) such transfer or assignment or assumption shall be made subject to such consent of a third party or approval of a Governmental Authority being obtained. For the avoidance of doubt, Transferor shall use its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority that is required in order to effect the Transactions; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, Transferor shall not enter into or otherwise agree to any modification of the terms of any Contract or License that is required in order

to effect the Transactions that would adversely affect the Transferred Business (including due to an increase in payment or other incremental cost to the Transferred Business under such Contract or License) without the prior written consent of Issuer or GPI.

(b) If any third-party consent or approval of a Governmental Authority referred to in this Section 2.5 is not obtained prior to the Closing Date, the Closing shall, subject to the satisfaction of the conditions set forth in ARTICLE VII, nonetheless take place on the terms set forth herein and, thereafter, Transferor shall use reasonable best efforts (and Issuer and GPI shall cooperate with Transferor) to establish arrangements under which, following the Closing Date, (i) GPI shall obtain (without infringing upon the legal rights of any third party or Governmental Authority or violating any applicable Law) the economic claims, rights and benefits under the Transferred Asset or Assumed Liability with respect to which the third-party consent or approval of a Governmental Authority has not been obtained in accordance with this Agreement and (ii) from and after the Closing Date, GPI shall assume the economic burden with respect to the Transferred Asset or Assumed Liability with respect to which the third-party consent or approval of a Governmental Authority has not been obtained in accordance with this Agreement, in each case, as closely as possible with the use of reasonable best efforts to that which would be applicable to GPI if the consent had been obtained and the Transferred Asset or Assumed Liability had been transferred.

(c) Notwithstanding the foregoing, and solely with respect to the Leased Real Property, Transferor shall use reasonable best efforts to obtain from the applicable Third-Party Landlords their respective consents to an assignment from Transferor to GPI of each lease, sublease or other agreement governing such Leased Real Property (each, a “Lease”) to the extent such Lease requires such consent. For each Lease with respect to which such Third-Party Landlord consent to assignment is granted on or prior to the Closing Date or is not required, the applicable Leased Real Property shall be assigned from Transferor to GPI on the Closing Date pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit K-2, with such changes as may be reasonably requested by such Third-Party Landlord and approved by GPI, and if such changes adversely affect Transferor, approved by Transferor. For each Lease with respect to which such landlord consent for an assignment is required but not obtained on or prior to the Closing Date, Transferor shall use reasonable best efforts to obtain from the applicable Third-Party Landlord its consent to a sublease of the applicable Leased Real Property to the extent such Lease requires such consent. For each Lease with respect to which such Third-Party Landlord consent for a sublease is granted on or prior to the Closing Date or is not required, the applicable Leased Real Property shall be subleased from Transferor to GPI on the Closing Date pursuant to a Sublease Agreement substantially in the form attached hereto as Exhibit K-1, with such changes as may be reasonably requested by the Third-Party Landlord and approved by Issuer or GPI, and if such changes adversely affect Transferor, approved by Transferor. For each Lease with respect to which the Third-Party Landlord does not consent to either an assignment or

sublease on or prior to the Closing Date but such consents are required, Section 2.5(b) shall govern the arrangements with respect to the applicable Leased Real Property from and after the Closing Date (which shall include, with respect to Leased Real Property, Transferor’s continuing reasonable best efforts (and GPI’s cooperation with Transferor) to obtain the applicable Third-Party Landlord consent to an assignment and, if assignment is not achieved using reasonable best efforts, a sublease). For any Leased Real Property for which a sublease is executed between Transferor and GPI, Section 2.5(d) shall apply from and after the Closing Date, such that upon obtaining any Third-Party Landlord consent to an assignment of a Lease and effectuating such assignment pursuant to an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit K-2, with such changes as may be reasonably requested by the Third-Party Landlord and approved by GPI, and if such changes adversely affect Transferor, approved by Transferor, the corresponding sublease shall be terminated.

(d) If and when any such third-party consent or approval of a Governmental Authority is obtained after the Closing, the assignment of the Transferred Asset or assumption of the Assumed Liability to which such third-party consent or approval of a Governmental Authority relates shall be promptly effected in accordance with the terms of this Agreement without the payment of additional consideration. Transferor shall, and shall cause its respective Subsidiaries to, use reasonable best efforts (and Issuer shall, and shall cause its respective Subsidiaries to, cooperate with Transferor) to obtain such third-party consents and/or approvals of Governmental Authorities as promptly as practicable; provided that, in connection with obtaining any such third-party consent or approval of a Governmental Authority, none of Transferor, Issuer or GPI shall enter into or otherwise agree to any modification of the terms of any Contract or License that is required in order to effect the Transactions that would adversely affect the Transferred Business (including due to an increase in payment or other incremental cost to the Transferred Business under such Contract or License) without the prior written consent of GPI. Transferor shall bear any and all third-party fees and out-of-pocket expenses (including attorneys’ fees) that may be reasonably required in connection with obtaining, whether before or after the Closing, any such third-party consents and approvals of Governmental Authorities. The Parties shall use their respective reasonable best efforts to cooperate in minimizing all such fees and expenses.

(e) In the event that at any time prior to three years following the Closing, Transferor becomes aware (including by request of Issuer or GPI) that it possesses any Transferred Asset or Assumed Liability, (a) Transferor shall cause the prompt transfer of such Transferred Asset to Issuer or assumption of such Assumed Liability by Issuer, and Issuer shall accept and assume such Transferred Asset or Assumed Liability (except as otherwise contemplated by the Transaction Agreements), in each case, without further consideration and (b) Issuer shall cause the prompt transfer of such Transferred Asset to GPI or assumption of such Assumed Liability by GPI, and GPI shall accept and assume such Transferred Asset or Assumed Liability (except as otherwise contemplated by the

Transaction Agreements), in each case, without further consideration. Prior to any such transfer, Transferor shall hold such Transferred Asset in trust for Issuer and pay over to Issuer as promptly as practicable any amounts or benefits received by Transferor with respect to such Transferred Asset following the Closing Date, and Issuer shall pay such amounts to GPI. In the event that at any time prior to three years following the Closing, Issuer or GPI becomes aware that it possesses any Excluded Asset or Excluded Liability (except as otherwise contemplated by the Transaction Agreements), Issuer shall cause the prompt transfer of such Excluded Asset to Transferor or assumption of such Excluded Liability by Transferor, and Transferor shall accept and assume such Excluded Asset (including any Cash and Cash Equivalents) or Excluded Liability, in each case, without further consideration. Prior to any such transfer, Issuer or GPI shall hold such Excluded Asset in trust for Transferor and pay over to Transferor as promptly as practicable any amounts or benefits received with respect to such Excluded Asset following the Closing Date.

Section 2.6 Conveyancing and Assumption Agreements. In connection with the transfer of the Transferred Assets and the assumption of the Assumed Liabilities contemplated by this ARTICLE II, Transferor, Issuer and GPI shall execute, or cause to be executed by the appropriate entities, notices and conveyancing and assumption instruments as are reasonably necessary and customary (including the Form of Assignment and Assumption Agreement attached hereto as Exhibit K-2 (with respect to Leased Real Property that is being assigned), the form of sublease attached hereto as Exhibit K-1 (with respect to Leased Real Property that is not being assigned and for which a sublease is permitted), in each case in accordance with the terms and conditions of Section 2.5; provided that such instruments shall not impose obligations on either Transferor, Issuer or GPI or grant rights, through representations or otherwise, beyond those set forth in this Agreement (but shall merely implement the obligations herein), other than customary obligations, if any, with respect to due execution, title and similar matters. With respect to each parcel of Owned Real Property, at Closing, Transferor shall deliver or cause to be delivered to Issuer, in each case in form and substance reasonably satisfactory to Issuer, (i) a customary deed (but not a general warranty deed), duly executed by the record owner of such parcel of Owned Real Property, together with duly executed transfer tax returns required by any applicable Laws, conveying to Issuer or GPI (or such other party designated by Issuer) all of such party’s right, title and interest in and to such parcel of Owned Real Property; and (ii) an affidavit of title in the form reasonably required by Issuer’s or GPI’s title company in order to issue its extended coverage owner’s policy of title insurance for such parcel of Owned Real Property without exception for mechanic’s, materialmen’s or other statutory liens, for unrecorded easements or for other unrecorded rights of parties in possession, and any additional documents that said title company may reasonably require for the proper consummation of the transactions contemplated by this Agreement.

Section 2.7 Shared Contracts. Transferor will use its reasonable best efforts (and Issuer and GPI will cooperate with Transferor) to separate the Shared Contracts into separate Contracts effective as of the Closing so that, from and after the Closing, GPI will have the sole benefit and Liabilities with respect to each Shared Contract to the extent relating to the Transferred Business and Transferor will have the sole benefit and Liabilities with respect to each Shared Contract to the extent not relating to the Transferred Business. Upon such separation of a Shared Contract, the separated Contract that is relating to the Transferred Business will be a Transferred Asset and the other separated Contract will be an Excluded Asset. The obligations to separate any Shared Contracts set forth in this Section 2.7 will terminate on the date that is twelve months following the Closing Date. If any Shared Contract is not separated prior to the Closing Date, then such Shared Contract shall be governed under this Section 2.7, including Transferor agreeing to use reasonable best efforts (and Issuer and GPI agreeing to cooperate with Transferor) to establish arrangements under which GPI shall continue to receive the benefits and assume the obligations, in each case, that it received or assumed prior to the Closing Date, until such Shared Contract expires in accordance with its terms. Transferor shall bear any and all third party fees and out-of-pocket expenses (including attorneys’ and other third party fees) that may be reasonably required in connection with obtaining, whether before or after the Closing, any such separation of a Shared Contract.

Section 2.8 Pre-Closing Restructuring.

(a) Reorganization. Prior to the Closing, Parent shall cause the Parent Reorganization to occur. If Parent determines that it intends to undertake the Parent Reorganization in a manner other than as previously identified and agreed by the parties, Parent shall give prior notice to Transferor and consult with Transferor regarding the proposed change. If any such change would have an adverse impact on Transferor or Issuer (or any Subsidiary of Issuer), Parent shall not make such change without Transferor’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(b) Change in Tax Classification of Certain Parent Subsidiaries. Prior to the Closing Date, Parent, Issuer and GPI shall cause (i) Issuer and GPI each to be treated as a disregarded entity for U.S. federal income tax purposes and (ii) each domestic entity directly or indirectly owned by Issuer that is currently treated as a corporation for U.S. federal income tax purposes to be treated as a disregarded entity for U.S. federal income tax purposes, including by filing any necessary elections or by converting such entities into limited liability companies, and, thereafter, Parent, Issuer and GPI shall not take, or permit such entities to take, any action inconsistent with such treatment.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TRANSFEROR

Except as set forth in the Transferor Disclosure Schedules (regardless of whether or not the relevant Section hereof refers to the Transferor Disclosure Schedules), it being understood and agreed that each disclosure set forth in the Transferor Disclosure Schedules shall qualify or modify each of the representations and warranties set forth in this ARTICLE III to the extent the applicability of the disclosure to such representation and warranty is reasonably apparent from the text of the disclosure made, Transferor hereby represents and warrants as of the date hereof and as of the Closing to Parent, Issuer and GPI as follows:

Section 3.1 Due Organization, Good Standing, Corporate Power and Subsidiaries.

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

(b) The Purchased Entity is a limited company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. IP UK owns all of the Purchased Entity Shares free and clear of all Encumbrances. All of the Purchased Entity Shares have been duly authorized, are validly issued, fully paid and non-assessable and free of any pre-emptive or other similar rights created by statute, the organizational documents of the Purchased Entity, any Contract by which the Purchased Entity or Transferor is bound or otherwise. The Purchased Entity Shares constitute all of the issued and outstanding capital stock of the Purchased Entity. There are not outstanding: (i) any options, warrants or other rights to purchase or acquire from the Purchased Entity any capital stock of the Purchased Entity; (ii) any securities convertible into or exchangeable for shares of capital stock of the Purchased Entity or other securities of the Purchased Entity; (iii) any calls, subscriptions, pre-emptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional shares of capital stock or options, warrants or other securities of the Purchased Entity or (iv) any “phantom stock” or similar obligations of the Purchased Entity. All of the Purchased Entity Shares were issued in compliance with applicable Laws. None of the Purchased

Entity Shares were issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor, IP UK or the Purchased Entity is party, or by which Transferor, IP UK or the Purchased Entity is bound, with respect to the voting or transfer of any of the Shares or any of the shares of capital stock of the Purchased Entity. The Purchased Entity does not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person.

(c) As of the Closing, the Contributed Entity will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. As of the Closing, the Contributed Entity will have all requisite limited liability power and authority to own, lease and operate its properties. As of the Closing, the only assets of the Contributed Entity will be the Taxable Augusta Bonds and there will be no liabilities. As of the Closing, the Contributed Entity will be duly qualified or licensed to do business and will be in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated by the Contributed Entity or the nature of the Contributed Entity conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing has not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect. As of the Closing, Transferor will own all of the membership interests of the Contributed Entity (the “Contributed Entity Interest”) free and clear of all Encumbrances. As of the Closing, there will not be outstanding: (i) any options, warrants or other rights to purchase or acquire from the Contributed Entity any equity interests of the Contributed Entity; (ii) any securities convertible into or exchangeable for shares of equity interests of Contributed Entity or other securities of the Contributed Entity; (iii) any calls, subscriptions, pre-emptive rights, Contracts or other commitments of any kind for the purchase or issuance of additional equity or options, warrants or other securities of the Contributed Entity or (iv) any “phantom stock” or similar obligations of the Contributed Entity. As of the Closing, the Contributed Entity Interests will have been issued in compliance with applicable Laws and the Contributed Entity Interests will not have been issued in violation of any agreement, arrangement or commitment or in violation of any preemptive or similar rights of any Person. As of the Closing, there will be no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect to which Transferor or the Contributed Entity will be party, or by which Transferor or the Contributed Entity will be bound, with respect to the voting or transfer of any of the Contributed Entity Interests. As of the Closing, the Contributed Entity will not own any shares of capital stock, partnership (limited or general) interest, membership interest or other form of investment (either debt or equity) in any Person.

Section 3.2 Authorization and Validity of Agreement. Transferor has all necessary corporate power and authority to execute and deliver this Agreement and each

Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Agreements by Transferor, and the consummation by it of the Transactions, have been duly and validly authorized by the Transferor Board of Directors, and no other corporate or other action on the part of Transferor or the Purchased Entity is necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Agreements or the consummation of the Transactions. This Agreement has been, and as of the Closing, the Transaction Agreements will be, duly and validly executed and delivered by Transferor and, to the extent it is a party thereto, assuming due and valid authorization, execution and delivery hereof and thereof by each of Parent, Issuer and GPI, as applicable, this Agreement is, and as of the Closing each of the Transaction Agreements will be, a valid and binding obligation of Transferor against Transferor in accordance with their terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general equitable principles.

Section 3.3 Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 3.3 of the Transferor Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Transferor, the performance of the Transferor’s obligations hereunder or thereunder, and the consummation by Transferor of the Transactions, do not and will not: (w) conflict with or result in a breach of any provision of its certificate of incorporation or bylaws or the governing documents of Transferor or the Purchased Entity; (x) violate or conflict in any material respect with any Law or Order of any Governmental Authority applicable to Transferor or the Purchased Entity or by which any of the Assets of the Transferred Business may be bound; (y) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority (including any consent or approval with respect to a License), the failure of which to file or receive would be material; or (z) require any notice or consent to be given under, result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration, or result in the creation of any Encumbrance upon any of the properties or assets of the Transferred Business or give rise to any obligation, right of termination, cancellation, revocation, withdrawal, suspension, acceleration or increase of any obligation or a loss of a material benefit under, any of the terms, conditions or provisions of any Material Contract to which Transferor or the Purchased Entity is a party, excluding in the case of clause (z) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations,

modifications, accelerations and creations and impositions of Encumbrances which have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect

Section 3.4 Affiliate Transactions. Except for (a) transactions under or in connection with this Agreement or the other Transaction Agreements of the types described in the Supply Agreements Framework, (b) immaterial commercial transactions entered into in the ordinary course that are limited to customary purchase, commercial service and supply arrangements on quantity, pricing, payment and other material terms consistent with past practice prior to September 30, 2017 and entered into without any intent to manipulate working capital or the other assets or liabilities of the Transferred Business in a manner favorable to Transferor and (c) as set forth in Section 3.4 of the Transferor Disclosure Schedules, as of the date hereof, there are no transactions or Contracts between or among (i) the Transferred Business or the Purchased Entity, on the one hand, and (ii) Transferor or any of its Subsidiaries, on the other hand, of the type that would be required to be disclosed if the Transferred Business were a company subject to Item 404 of Regulation S-K promulgated under the Securities Act and that will remain in effect or result in Liability for or impose obligations on Issuer following the Closing. With respect to the Transferred Business, since September 30, 2017 to the date hereof, other than as required to effect the Transactions described herein or in the other Transaction Agreements or as set forth in Section 3.4 of the Transferor Disclosure Schedules or transactions of the type described in the Supply Agreements Framework, neither Transferor nor the Purchased Entity has entered into or amended any Contract or arrangement with any of their respective Affiliates, except for immaterial commercial transactions entered into in the ordinary course that are limited to customary purchase, commercial service and supply arrangements on quantity, pricing, payment and other material terms consistent with past practice prior to September 30, 2017 and entered into without any intent to manipulate working capital or the other assets or liabilities of the Transferred Business in a manner favorable to Transferor.

Section 3.5 Summary of Financial Information.

(a) Attached as Section 3.5(a) of the Transferor Disclosure Schedules are the summary unaudited financial statements with respect to the Transferred Business consisting of an unaudited consolidated balance sheet as of June 30, 2017 and the related unaudited consolidated statements of operations, for the six months ended June 30, 2017 (the “Transferred Business Summary Financial Statements”).

(b) The Transferred Business Summary Financial Statements (1) were prepared from the books and records of the Transferred Business, Transferor and the Purchased Entity in accordance with GAAP, consistently applied, except for (i) the exceptions described in Section 3.5(b) of the Transferor Disclosure Schedules and (ii) the absence of footnotes and provided that the Transferred Business Summary Financial Statements were prepared in accordance with GAAP for reporting of the Transferred

Business as a financial reporting segment of Transferor, and in accordance with Transferor’s policies therefor, and do not have the carve-out adjustments that would be required to prepare audited financial statements, and (2) present fairly, in all material respects, the financial position of the Transferred Business as of the dates thereof and the results of its operations or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby.

(c) Undisclosed Liabilities. Except as recorded as a Liability or otherwise reserved against in the Transferred Business Summary Financial Statements, the Assumed Liabilities do not include any Liability of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of the Transferred Business), other than (i) Liabilities incurred in the ordinary course of business since June 30, 2017, (ii) Liabilities incurred under or in accordance with this Agreement or in connection with the Transactions and (iii) Liabilities that have not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except for Liabilities reflected in the Transferred Business Summary Financial Statements, the Transferred Business does not have any “off-balance sheet arrangements” (as such term is defined in Item 303(a)(4) of Regulation S-K promulgated under the Exchange Act).

Section 3.6 Transferor SEC Reports.

(a) Transferor has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2015 (the forms, statements, reports and documents filed with or furnished to the SEC since January 1, 2015 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Transferor SEC Reports”). Each of the Transferor SEC Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), and any rules and regulations promulgated thereunder applicable to the Transferor SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Transferor SEC Reports did not, and any Transferor SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(b) Transferor has timely responded to all comment letters from the Staff of the SEC relating to the Transferor SEC Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the

Transferor SEC Reports filed on or prior to the date hereof is, to the Knowledge of Transferor, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Transferor.

(c) Transferor is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(d) Transferor has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Transferor in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to Transferor’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Transferor has established and maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting provides reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Transferor and its Subsidiaries are being made only in accordance with authorizations of management and the directors of Transferor and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Transferor’s and its Subsidiaries’ assets that could have a material effect on Transferor’s financial statements. Transferor has disclosed, based on the most recent evaluation of its management prior to the date of this Agreement, to Transferor’s auditors and the audit committee of Transferor’s board of directors (x) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Transferor’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Transferor’s internal control over financial reporting. Transferor has made available prior to the date of this Agreement to Parent (A) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the preceding sentence made by management of Transferor to its auditors and audit committee relating to the Transferred Business on or after January 1, 2015 and prior to the date of this Agreement and (B) any material communication on or after January 1, 2015 and prior to the date of this Agreement relating to the Transferred Business made by management of Transferor or its auditors to the audit committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2015, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing

matters or compliance with Law, including from employees of Transferor and its Subsidiaries regarding questionable accounting, auditing or legal compliance matters have, to the Knowledge of Transferor, been received by Transferor.

Section 3.7 Assets.

(a) Except for any Delayed Transfer Assets, after giving effect to the Transactions (including as permitted pursuant to Section 5.1) and the Transaction Agreements, the Transferred Assets, when taken together with the assets of the Purchased Entity and the services being provided under the Transition Services Agreement, will, at the Closing, constitute those Assets necessary to operate the Transferred Business in all material respects as it is currently conducted and as it has been conducted from January 1, 2017 through the date hereof (except with respect to changes in the conduct of the Transferred Business as a result of the Transactions, and other changes in the ordinary course, in each case not implemented with the intent of manipulating the assets or liabilities that would be transferred to Issuer in connection with the Transactions).

(b) Each of Transferor and the Purchased Entity has good and valid title to all of the Assets owned by Transferor that are Transferred Assets or owned by the Purchased Entity, as applicable, or valid and subsisting leases with respect to all of the Assets leased by Transferor that are Transferred Assets or leased by the Purchased Entity, except where the failure to have such good and valid title or valid leasehold interests would not, individually or in the aggregate, reasonably be expected to be materially adverse to Issuer or GPI, in each case subject to no Encumbrances, except for (i) Encumbrances expressly noted in the Transferred Business Summary Financial Statements; (ii) Encumbrances consisting of zoning or planning restrictions, (iii) Encumbrances consisting of easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used in connection with the Transferred Business; (iv) Encumbrances for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP are reflected in the Transferred Business Summary Financial Statements; (v) mechanic’s, materialmen’s and similar Encumbrances arising in the ordinary course of business or by operation of Law; and (vi) any conditions that are shown on the surveys, title policies, deeds or other such documents delivered by Transferor to Parent or on any Title Commitments or Surveys obtained by Issuer or GPI as set forth in Section 5.7(a) with respect to such real property prior to the date hereof (collectively, the “Permitted Encumbrances”).

(c) Except for (i) those real property leases or subleases set forth in Section 3.20(c) of the Transferor Disclosure Schedules and (ii) licenses or arrangements with suppliers pursuant to which suppliers have access to the Transferred Real Property, Transferor, with respect to the Transferred Business, has not leased or otherwise granted to any Person the right to use or occupy the Transferred Real Property or any material portion thereof.

(d) The tangible personal property owned, leased or used in the Transferred Business that constitutes a Transferred Asset or an asset owned, leased or used by the Purchased Entity is, individually and in the aggregate, in all material respects, in good repair and operating condition, except for ordinary wear and tear and ordinary course maintenance and repair requirements.

(e) Except for the matters that are the subject of the capital expenditures contemplated by Section 3.7(e) of the Transferor Disclosure Schedules, the buildings, plants, facilities and other improvements which are located on the Transferred Real Property (i) have been maintained in accordance with the policies used by Transferor generally in the conduct of its businesses with respect to such maintenance, (ii) are individually and in the aggregate, in all material respects, in reasonable operating condition, except for ordinary wear and tear and ordinary course maintenance and repair requirements, in accordance with Transferor’s policies with respect to such operating condition used by Transferor generally in the conduct of its businesses and (iii) to the Knowledge of Transferor, there is no material defect in such buildings, plants, facilities and other improvements (including the structural elements thereof, the mechanical systems therein, the utility systems serving such premises or the roofs thereof).

Section 3.8 Absence of Certain Changes or Events. Except as specifically contemplated or expressly permitted by this Agreement or the Transaction Agreements, since June 30, 2017 and through the date of this Agreement, (a) the Transferred Business has been conducted, in all material respects, in the ordinary course consistent with past practice, (b) there has not been any event (including any damage, destruction or loss, whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (c) neither Transferor nor the Purchased Entity has taken any action that if taken after the date hereof without consent of Parent, Issuer or GPI would result in a breach or violation of Section 5.1.

Section 3.9 Actions; Litigation.

(a) No material Action against Transferor or any of its Subsidiaries relating to the Transferred Business, the Purchased Entity or any of their respective Assets is, or in the past three years has been, pending or, to the Knowledge of Transferor, threatened.

(b) There is no, and during the past three years there has been no, material Order against Transferor, the Purchased Entity, the Transferred Business or any of their respective Assets or otherwise.

Section 3.10 Compliance with Laws; Certain Licenses.

(a) Except with respect to matters that are addressed in Section 3.11, Section 3.12, Section 3.13, Section 3.14 and Section 3.15, the Transferred Business is, and has been since January 1, 2015, in compliance with all Laws and Orders of any Governmental Authority applicable to it or its operations, except to the extent that such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) Transferor or the Purchased Entity directly or indirectly holds all material Licenses that are required for the conduct of the Transferred Business as currently conducted and is in compliance in all material respects with the terms of all such Licenses so held.

Section 3.11 Environmental Matters.

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

(b) There are no Environmental Claims pending or, to the Knowledge of Transferor, threatened with respect to the Transferred Business which, if adversely resolved, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(c) Hazardous Materials have not been released on, at or under any real property currently or formerly owned, leased or used by Transferor or the Purchased Entity, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(d) Transferor has made available to Parent all Phase I and Phase II environmental site assessments and environmental compliance audits prepared within the last three years that are in the Transferor’s possession, custody or control and which identify liabilities that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(e) Since January 1, 2015, no Action has been received by Transferor alleging that any of the Transferred Business or any of its Subsidiaries or the Transferred Real Property has actual or potential Liability under any Environmental Laws, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(f) To the Knowledge of Transferor, the Transferred Business and its Subsidiaries have not been identified as “potentially responsible parties” under CERCLA or any analogous state Law in connection with the transportation, storage, treatment or disposal of Hazardous Materials at any third party property, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(g) To the Knowledge of Transferor, in connection with the Transferred Business, neither Transferor nor any of its Subsidiaries sells or has in the past sold any product containing asbestos or that utilizes or incorporates asbestos-containing materials in such products.

(h) The representations and warranties contained in this Section 3.11 constitute the sole and exclusive representations and warranties of Transferor and its Subsidiaries with respect to environmental matters.

Section 3.12 Tax Matters.

(a) Each material Tax Return required to be filed in respect of the Transferred Business, the Contributed Entity, and the Purchased Entity has been timely filed and each such Tax Return is true, correct and complete in all material respects as it relates to the Transferred Business or the Purchased Entity.

(b) All material Taxes required to be paid in respect of the Transferred Business, the Contributed Entity, or the Purchased Entity have been timely paid (whether or not shown on any Tax Return) other than Taxes being contested in good faith and for which appropriate reserves have been recorded in the Transferred Business Summary Financial Statements in accordance with GAAP.

(c) There is no audit, examination or other administrative or court Action relating to material Taxes or material Tax Returns in respect of the Transferred Business, the Contributed Entity, or the Purchased Entity in progress or pending, or threatened in writing, nor has a Taxing Authority asserted in writing any deficiency or claim for such Taxes or any adjustment to such Taxes, in each case unless such audit, examination, other administrative or court Action, deficiency or claim has been resolved.

(d) All material Taxes required to be withheld in respect of the Transferred Business, the Contributed Entity, or the Purchased Entity have been withheld and properly remitted to the appropriate Taxing Authority (or properly set aside in accounts for such purpose), including in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(e) There are no material Encumbrances for Taxes on any of the Transferred Assets or the assets of the Purchased Entity or the Contributed Entity other than Taxes that are not yet due and payable or that are being contested in good faith with adequate reserves maintained in accordance with GAAP as reflected in the Transferred Business Summary Financial Statements.

(f) The Purchased Entity does not have and the Contributed Entity, as of the Closing, will not have liability for Taxes of another Person (whether under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law as a transferee or a successor, pursuant to any tax sharing or indemnity agreement or other contractual agreement, or otherwise).

(g) The Contributed Entity will at all times during its existence as of the Closing be properly classified as a disregarded entity for U.S. federal income tax purposes.

Section 3.13 Employee Benefits.

(a) Section 3.13(a) of the Transferor Disclosure Schedules lists each Transferor Benefit Plan, any Multiemployer Plan identified on Section 3.13 of the Transferor Disclosure Schedules and each Government Plan in which any Business Employee participates in respect of employment for the Business Employees. Transferor has heretofore delivered to Parent, or made available in the Dataroom, true and complete copies of each Transferor Benefit Plan (or, if any such Transferor Benefit Plan is not written, a summary thereof), any related trust or other funding vehicle, the most recent annual reports or summaries, if any, required to be prepared or filed under ERISA or the Code and the most recent determination letter received from the IRS with respect to each such plan intended to qualify under Section 401 of the Code.

(b) Except as set forth on Section 3.13(b) of the Transferor Disclosure Schedules, the consummation of the Transactions shall not result, by itself or in conjunction with any other event, in the payment or acceleration of any amount, the acceleration of any benefit or any increase in any vested interest or entitlement to any benefit or payment by any Business Employee other than as would not reasonably be expected to become a Liability of Issuer or its Subsidiaries.

(c) No Business Employee is a participant in any Multiemployer Plan. Transferor and its Subsidiaries have no Liability under section 4062, 4063 or 4064 of, and none of the Transferred Assets is subject to any lien under section 4068 of, Title IV or Section 302 of ERISA or under Section 412 or 430 of the Code (including on account of any ERISA Affiliate) that is due and owing as of the date hereof, and to the Knowledge of Transferor, no condition exists that would reasonably be expected to result in any such Liability becoming a payment obligation of Issuer or GPI following the Closing.

(d) Each Transferor Benefit Plan has been administered and operated in material respects in compliance with the applicable requirements of ERISA, the applicable provisions of the Code and with any other applicable Law.

(e) Each Transferor Benefit Plan that is intended to comply with Section 401(a) of the Code has obtained a current, favorable determination letter issued by the Internal Revenue Service and no event has occurred with respect to any Transferor Benefit Plan which will or could give rise to disqualification of any such plan.

Section 3.14 Labor and Employment Matters.

(a) The Transferred Business is not a party to, or bound by, and no Business Employee is subject to, any (i) collective bargaining agreement (including any amendments or side letters), other than those set forth on Section 3.14(a) of the Transferor Disclosure Schedules, or (ii) other Contract with a labor union, labor organization, works council or trade association, nor is any such Contract presently being negotiated. Transferor represents that it has provided Parent true and complete copies of the collective bargaining agreements listed on Section 3.14(a) of the Transferor Disclosure Schedules. Except as set forth on Section 3.14(a) of the Transferor Disclosure Schedules, (i) no Business Employee is represented by any labor union, labor organization, works council, or trade association with respect to his or her employment with Transferor or the Purchased Entity and (ii) no labor union, labor organization, works council, trade association, or group of Business Employees has made a pending demand for recognition or certification, and there are no representation or certification proceedings or petitions seeking a representation proceeding presently pending or threatened in writing to be brought or filed with the National Labor Relations Board or any other labor relations tribunal or authority.

(b) Except as set forth in Section 3.14(b) of the Transferor Disclosure Schedules, neither Transferor nor the Purchased Entity is, or during the prior two year period has been, the subject of any Action asserting that such Person has committed an unfair labor practice or seeking to compel it to bargain with any labor organization as to wages or conditions of employment, nor, to the Knowledge of Transferor, is any such Action threatened.

(c) With respect to the Business Employees, Transferor and the Purchased Entity are in compliance, in all material respects, with their obligations pursuant to the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”)and all similar Laws and all other notification and bargaining obligations arising under any collective bargaining agreement, Law or otherwise.

(d) No strike, work stoppage, lockout or other material labor dispute involving any Business Employee has occurred during the prior two year period, is pending or, to the Knowledge of Transferor, threatened.

(e) To the Knowledge of Transferor, there have been no petitions or campaigns being conducted to solicit cards initiated by any labor union, labor organization, works council or trade association to represent any Business Employees not currently represented by a labor union, labor organization, works council, trade association, or employee representative within the past three years, nor, to the Knowledge of Transferor, are there any campaigns being conducted to solicit cards from employees to authorize representation by any labor union, labor organization, works council or trade association.

(f) With respect to the Business Employees, each of Transferor and the Purchased Entity is in material compliance with all applicable Laws and Contracts relating to employment practices, terms and conditions of employment, and the employment of former, current and prospective employees and engagement of independent contractors and “leased employees” (within the meaning of Section 414(n) of the Code), including all such Laws and Contracts relating to wages; hours; overtime classification; overtime payment; meal and rest breaks; labor relations; collective bargaining; discrimination or harassment in employment; terms and conditions of employment; termination of employment; immigration and employment eligibility verification; disability; civil rights; human rights; fair labor standards; occupational safety and health; workers’ compensation; employee whistle-blowing; employee privacy; background checks and other consumer reports regarding employees and applicants; affirmative action and other employment-related obligations on federal contractors and subcontractors and suppliers; classification of employees, consultants and independent contractors; unemployment insurance; the collection and payment of withholding and/or social security taxes and any similar tax; pay equity; and wrongful discharge.

(g) Neither Transferor nor the Purchased Entity is in material breach of any collective bargaining agreement that applies to any Business Employee nor, to the Knowledge of Transferor, is any labor union or labor organization that is party to any such collective bargaining agreement in material default thereunder.

(h) To the Knowledge of Transferor, no Business Employee that is an executive officer or Key Business Employee has expressed to Transferor any present intention to terminate his/her employment with Transferor (other than, for the avoidance of doubt, those employees who shall terminate employment with Transferor in connection with the Transactions), nor does Transferor have a present intention to terminate the employment of any Business Employee that is an executive officer or Key Business Employee.

(i) Attached as Section 3.14(i) of the Transferor Disclosure Schedules (the “Business Employee List”) is a true, correct and complete listing, as of the date specified therein, of the annual base salary or hourly wage, position or function, and location of the persons who are Business Employees (without identifying them by name). Except as set forth in Section 3.14(i) of the Transferor Disclosure Schedules and subject to the

provisions of any applicable collective bargaining agreement or the requirements of applicable Law, each Business Employee is terminable at will and no non-bargaining unit Business Employee is party to an employment agreement or other contract or arrangement restricting the right of the Transferor or the Purchased Entity to terminate the employment of such employee or require the payment of severance pay or benefits (other than benefits otherwise required to be provided by Law) upon termination of such employee’s employment.

(j) Except as set forth in Section 3.14(j) of the Transferor Disclosure Schedules, there are no, and in the past four years there have been no, pending, or to the Knowledge of Transferor, threatened investigations or audits by any Governmental Authority relating to the employment practices of the Transferor or Purchased Entity, including investigations or audits relating to discrimination or harassment in employment; affirmative action or equal employment opportunity compliance; terms and conditions of employment; termination of employment; wages; overtime classification; hours; meal and rest breaks; occupational safety and health; employee whistle-blowing; immigration and employment eligibility verification; employee privacy; background checks and other consumer reports regarding employees and applicants; or classification of employees, consultants and independent contractors.

(k) Except as set forth in Schedule 3.14(k) of the Transferor Disclosure Schedules, neither the Transferor nor the Purchased Entity is subject to any ongoing Conciliation Agreement or related obligations or any ongoing Compliance Review with the Office of Federal Contract Compliance Programs “OFCCP” or has any ongoing violations of Executive Order 11246, Section 503 of the Rehabilitation Act of 1973, or the Vietnam Era Veterans’ Readjustment Assistance Act, or their related regulations.

Section 3.15 Intellectual Property.

(a) Set forth on Section 3.15(a) of the Transferor Disclosure Schedules is a list of all (i) Transferred Patents, (ii) Transferred Trademarks and (iii) Transferred Intellectual Property that are registrations for copyrights and Internet domain names.

(b) Transferor or the Purchased Entity exclusively owns, and following the Closing, Issuer or GPI will exclusively own, all right, title and interest in and to the Intellectual Property Assets, in each case free of all Encumbrances, except for non-exclusive licenses to Intellectual Property Assets granted in the ordinary course of business to third parties. Transferor or the Purchased Entity has the valid right to use all Intellectual Property and Internet domain names listed in Section 3.15(a) of the Transferor Disclosure Schedules other than those owned by Transferor or the Purchased Entity, free of all Encumbrances. The Intellectual Property listed on Section 3.15(a) of the Transferor Disclosure Schedules (other than applications for registration) are valid and enforceable and have been obtained and maintained in material compliance with all applicable Laws. To the Knowledge of Transferor, no current or former employee or independent contractor has any rights, title or interest in or to any part of the Intellectual Property Assets.

(c) No Action or Order is pending nor, to the Knowledge of Transferor, threatened, (i) alleging that the operation of the Transferred Business, infringes, misappropriates, dilutes or otherwise violates (“Infringes”) the Intellectual Property rights of third parties or (ii) challenging the ownership, validity, patentability, enforceability, registerability or use of any Intellectual Property listed on Section 3.15(a) of the Transferor Disclosure Schedules. With respect to the Transferred Business, (x) neither Transferor nor the Purchased Entity is subject to any outstanding Order or material dispute involving any third-party Intellectual Property and (y) to the Knowledge of Transferor, no such Order or dispute is threatened, in each case of (x) and (y), that has or would have a material effect on the Transferred Business.

(d) To the Knowledge of Transferor, (i) the operation of the Transferred Business (including the products manufactured by the Transferred Business) as currently conducted does not Infringe the Intellectual Property rights of another Person in any manner that would have a material effect on the Transferred Business and (ii) no Person is Infringing any of the Intellectual Property Assets that are material to the Transferred Business.

(e) Transferor and the Purchased Entity have taken commercially reasonable actions to maintain the Intellectual Property Assets and to protect the confidentiality of the trade secrets owned by any of them, in each case that are material to the conduct of the Transferred Business as currently conducted. To the Knowledge of Transferor, no Intellectual Property Assets that constitute a trade secret and are material to the Transferred Business have been disclosed to any third party other than pursuant to a valid written agreement to protect the confidentiality of such trade secret.

Section 3.16 Material Contracts.

(a) Section 3.16(a) of the Transferor Disclosure Schedules sets forth each of the following with respect to the Transferred Business that is in effect as of the date hereof:

(i) any non-competition agreements or any other Contract that materially limits Transferor or the Purchased Entity or will materially limit Issuer or GPI in its conduct of any line of business, in any location or with any Person or contains exclusivity, requirements, take or pay, output, or non-solicitation provisions that materially limit Transferor or the Purchased Entity or would materially limit Issuer or GPI in its conduct of any line of business, in any location or with any Person, or is otherwise a Material Contract and contains “most favored nation” provisions;

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

(iii) any Contract pursuant to which the Transferred Business has or will incur Indebtedness;

(iv) any Contract that provides or is reasonably expected to provide for annual payments in excess of $5,000,000 by, or in excess of $10,000,000 to, the Transferred Business (other than leases set forth on Section 3.7(c) of the Transferor Disclosure Schedules);

(v) any Contract that is a settlement, conciliation or similar agreement with any Governmental Authority or pursuant to which the Transferred Business will be required after the date of this Agreement to pay consideration in excess of $1,000,000;

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

(vii) any Contract providing for severance or change of control related benefits to any person who is a Business Employee on the date hereof;

(viii) any license agreement or Contract that is material and primarily relating to the Transferred Business under which Transferor or the Purchased Entity is a licensee or licensor of any Intellectual Property or that is a settlement, royalty, covenant not to xxx, consent, concurrent use or other agreement with respect to any Intellectual Property that is material and primarily relating to the Transferred Business (in each case other than non-disclosure agreements entered into in the ordinary course of business and licenses and related service agreements for any item of commercially available, unmodified software with an annualized license fee of less than $1,000,000);

(ix) any Contract with any U.S. federal Governmental Authority providing for annual payments in excess of $250,000;

(x) any Contract relating to capital expenditures and involving payments in excess of $5,000,000 individually or $20,000,000 in the aggregate; or

(xi) any Contract under which Transferor or the Purchased Entity is lessee of, or holds or operates, any personal property owned by any other party calling for payments in excess of $1,000,000 annually and that cannot be terminated by Transferor or the Purchased Entity without penalty upon thirty (30) days’ notice or less.

The Contracts required to be set forth on Section 3.16(a) of the Transferor Disclosure Schedules, the collective bargaining agreements set forth on Section 3.14(a) of the Transferor Disclosure Schedules, (and any other such Contracts entered into in the ordinary course of business prior to the Closing) and real property leases for facilities in excess of 100,000 rentable square feet (it being understood that such leases as are in effect as of the date hereof are set forth on Section 3.7(c) of the Transferor Disclosure Schedules and are marked with an asterisk) are referred to herein as the “Material Contracts”. Except with respect to contracts indicated with an asterisk (*) on Section 3.16(a) of the Transferor Disclosure Schedules, Transferor has provided Parent with a correct and complete copy of all Material Contracts in effect as of the date hereof.

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

(c) Neither Transferor nor the Purchased Entity, without giving effect to the Closing, is in material breach or default under (and no event has occurred, and neither Transferor nor the Purchased Entity has violated any provisions of, or committed or failed to perform any act that, with notice or the passage of time or both would constitute a material breach or default under) any Material Contract nor, to the Knowledge of Transferor, is any other party to any Material Contract in material default thereunder.

Section 3.17 Board Approval; No Vote Required.

(a) Board Approval. The Transferor Board of Directors has (i) determined that this Agreement, the Transaction Agreements and the Transactions, taken together, are advisable, fair and in the best interest of Transferor and its stockholders and (ii) approved this Agreement, the Transaction Agreements and the Transactions.

(b) No Vote Required. No approvals or consents of the holders of any class or series of capital stock of Transferor are necessary to adopt this Agreement and the Transaction Agreements and to approve the Transactions. No other corporate or other proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Transactions.

Section 3.18 Brokers or Finders; Transaction Bonuses. Except as set forth in Section 3.18 of the Transferor Disclosure Schedules, neither Transferor nor the Purchased Entity has employed any investment banker, broker, finder or intermediary in connection with the Transactions who might be entitled to any fee or any commission in connection with or upon consummation of the Transactions, and any such fee or commission, and any costs or expenses incurred in connection therewith shall be borne solely by Transferor. Except as set forth in Section 3.18 of the Transferor Disclosure Schedules, there are no special bonuses or other similar compensation payable to any Business Employee or any other employee of the Transferred Business in connection with the Transactions that would reasonably be expected to become a Liability of Issuer or its Subsidiaries. Transferor has provided to Parent true and complete copies of any agreements set forth in Section 3.18 of the Transferor Disclosure Schedules to the extent that Issuer will have any Liability thereunder.

Section 3.19 Certain Payments.

(a) To the Knowledge of Transferor, since January 1, 2014, neither Transferor nor the Purchased Entity nor any of their officers, directors, agents, employees or other Persons acting on behalf of Transferor or the Purchased Entity (including any Person to whom Transferor or the Purchased Entity has paid or is obligated to pay any referral fees) has, directly or indirectly, with respect to the Transferred Business, (i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made, offered or authorized any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, whether directly or indirectly, (iii) violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, or Prevention of Corruption Acts of 1889 and 1916, or any other equivalent Applicable Law that prohibits bribery or corruption (collectively the “FCPA”), (iv) made, offered or authorized any bribe or unlawful rebate, payoff, influence payment, kickback or other similar unlawful payment to any Person, whether directly or indirectly, or (v) has been investigated by any Governmental Authority, or been the subject of any allegation, with respect to any conduct within the scope of subsections (i) through (iv) above. The Purchased Entity has established internal controls and procedures designed to ensure compliance with the FCPA that are reasonable for similarly situated companies.

(b) To the Knowledge of Transferor, neither Transferor nor the Purchased Entity nor any of their officers, directors, agents, employees or other Persons acting on behalf of Transferor or the Purchased Entity (including any Person to whom Transferor or the Purchased Entity has paid or is obligated to pay any referral fees) is a Person that is, or is owned or controlled by a Person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, or other relevant sanctions authority.

(c) To the Knowledge of Transferor, since January 1, 2014, Transferor and the Purchased Entity have conducted the Transferred Business in material compliance with the applicable anti-money laundering statutes of all jurisdictions where the Transferred Business conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Body (collectively, the “Anti-Money Laundering Laws”); and no Action by or before any court or Governmental Authority or any arbitrator involving the Transferred Business with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of Transferor, threatened.

Section 3.20 Real Property.

(a) Owned Real Property. Section 3.20(a) of the Transferor Disclosure Schedules contains a true and complete list of each parcel of Owned Real Property. Transferor has good and valid fee simple title to each parcel of Owned Real Property, free and clear of all Encumbrances except for Permitted Encumbrances. The interest of Transferor in the applicable Owned Real Property has not been conveyed, leased (except for (i) those real property leases and subleases set forth in Section 3.20(c) of the Transferor Disclosure Schedules and (ii) licenses or arrangements with suppliers pursuant to which suppliers have access to the Transferred Real Property), pledged, or otherwise transferred or encumbered, whether in whole or in part, except for Permitted Encumbrances. Transferor is not in material default or material violation with respect to any Laws relating to any parcel of Owned Real Property. Except as set forth in Section 3.20(a) of the Transferor Disclosure Schedules, there are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein. Transferor has not received any written notice of any contemplated or actual reassessment of any parcel of Owned Real Property or any portion thereof for general real estate tax purposes.

(b) Leased Real Property (Tenant). Section 3.20(b) of the Transferor Disclosure Schedules contains a true and complete list of the Lease for each parcel of Leased Real Property and all amendments thereto. Transferor is the tenant under each of the Leases and has performed all of the material obligations required to be performed by the tenant thereunder. Transferor has not received written notice of any material default

or event of default of Transferor, as tenant under any Lease, which has not been cured and there is not, under any Lease, any material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) of Transferor, as tenant thereunder, or to the Knowledge of Transferor, any other party thereto. To the Knowledge of Transferor, each Lease is in full force and effect, and is valid and enforceable in accordance with its terms. No Lease has been amended or modified except as set forth in Section 3.20(b) of the Transferor Disclosure Schedules.

(c) Leased Real Property (Landlord). Section 3.20(c) of the Transferor Disclosure Schedules contains a true and complete list of each real property lease and sublease pursuant to which Transferor or any of its Subsidiaries, with respect to the Transferred Business, has leased the Transferred Real Property or any material portion thereof. Transferor or its Subsidiary, as applicable, has performed all material obligations required to be performed by the lessor thereunder. To the Knowledge of Transferor, there is not, under any such agreement, any material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) of Transferor or its Subsidiary, as applicable, thereunder, or to the Knowledge of Transferor, any other party thereto.

(d) Transferred Real Property Generally. , There are no pending or, to the Knowledge of Transferor, threatened condemnation, assessment, annexation or similar proceedings affecting or relating to the Transferred Real Property, or any portion thereof. To the Knowledge of Transferor, Transferor has not received any written notice that any buildings, plants, facilities or other improvements which are located on the Transferred Real Property violate in any material respect any use or occupancy restrictions, any covenant of record or any zoning or building Laws.

Section 3.21 Financing Matters. Transferor has furnished Parent, Issuer and GPI with true, correct and complete copies of the executed debt commitment letter, dated as of the date hereof, among Transferor, Bank of America, N.A., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, BNP Paribas and BNP Paribas Securities Corp. with respect to $660,000,000 of indebtedness described therein (the “Assumed Financing”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Assumed Financing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Assumed Financing Commitment Letter”. As of the date hereof, the Assumed Financing Commitment Letter has not been amended, restated, supplemented or modified since the delivery of the executed Assumed Financing Commitment Letter to the Transferor. There are no side letters or other Contracts related

to the Assumed Financing, other than as expressly set forth therein. The Assumed Financing Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitments and other fees required to be paid under the Assumed Financing Commitment Letter prior to the date hereof have been paid in full. The conditions to the availability of the Assumed Financing are set forth in the Assumed Financing Commitment Letter. Assuming the conditions set forth in the Assumed Financing Commitment Letter are satisfied at the Closing, Transferor does not have Knowledge, as of the date hereof, that any of the conditions to the Assumed Financing will not be satisfied.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT, ISSUER AND GPI

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

Section 4.1 Due Organization, Good Standing, Corporate Power and Subsidiaries.

(a) Each of Parent and, as of the date hereof, GPI is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each of Issuer and, as of the Closing, GPI is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Parent and its Subsidiaries have all requisite corporate power and authority to own, lease and operate their properties and assets and to carry on their businesses as they are now being conducted. Each of Parent and its Subsidiaries is duly qualified or licensed to do business and is in good standing (with respect to jurisdictions which recognize such concept) in each jurisdiction in which the property owned, leased or operated or the nature of the business conducted by it makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so qualified or licensed or to be in good standing would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

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

(c) Parent is a holding company that does not, and during the periods covered by the Parent Financial Statements did not, directly own any assets or properties other than the equity interests in Issuer and does not, and during the periods covered by the Parent Financial Statements did not, directly conduct any business. Issuer directly or indirectly owns all Assets and directly or indirectly conducts all of the business of Parent and its Subsidiaries.

(d) The Common Units of Issuer issued to Transferor at the Closing will be duly authorized by all necessary limited liability company action on the part of Issuer, and will be validly issued, fully paid and non-assessable, and the issuance of such Common Units will not be subject to preemptive rights.

Section 4.2 Authorization and Validity of Agreement. Each of Parent, Issuer and GPI has all necessary corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the Transaction Agreements by Parent and its Subsidiaries and the consummation by Parent and its Subsidiaries of the Transactions, have been duly and validly authorized and unanimously approved by the Parent Board of Directors, and no other corporate or other action on the part of Parent, Issuer or GPI is necessary to authorize the execution, delivery and performance of this Agreement and the Transaction Agreements or the consummation of the Transactions. This Agreement has been, and as of the Closing the Transaction Agreements will be, duly and validly executed and delivered by Parent, Issuer and GPI and, assuming due and valid authorization, execution and delivery hereof and thereof by Transferor, this Agreement is, and as of the Closing each of the Transaction Agreements will be, a valid and binding obligation of Parent, Issuer and GPI and enforceable against Parent, Issuer and GPI in accordance with their terms, except to the extent that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereinafter in effect, affecting the enforcement of creditors’ rights generally and by general equitable principles.

Section 4.3 Corporate Authority Relative to this Agreement; No Violation. Assuming (a) the filings required under the HSR Act and any other applicable Competition Laws are made and the waiting periods thereunder (if applicable) have been terminated or expired, (b) the approvals set forth in Section 4.3 of the Parent Disclosure Schedules have been obtained, (c) the applicable requirements of the Securities Act and the Exchange Act are met and (d) the requirements under any applicable state securities or blue sky Laws are met, the execution and delivery of this Agreement and the Transaction Agreements by Parent, Issuer and GPI, the performance of Parent’s and Issuer’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions, do not and will not: (i) conflict with or result in a breach of any provision of their respective certificates of incorporation or bylaws; (ii) violate or

conflict in any material respect with any Law or Order of any Governmental Authority applicable to Parent, Issuer or GPI; (iii) require any filing with, or License, consent or approval of, or the giving of any notice to, any Governmental Authority; or (iv) result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation, revocation, withdrawal, suspension or acceleration of any of the terms, conditions or provisions of any material Contract to which Parent, Issuer or GPI is a party or by which the Assets of Parent, Issuer or any of their Subsidiaries may be bound, or result in the creation of any Encumbrance upon any of the Assets of Parent, Issuer or any of their Subsidiaries, excluding in the case of clause (iv) above, conflicts, violations, breaches, defaults, rights of payment and reimbursement, terminations, modifications, accelerations and creations and impositions of Encumbrances which would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions

Section 4.4 Parent Financial Statements.

(a) The financial statements of Parent consist of:

(i) the audited consolidated balance sheet at December 31, 2016 (the “Parent Audited Balance Sheet”) and December 31, 2015, and the related audited consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of shareholders’ equity for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, including the notes thereto, in each case, audited by Ernst & Young LLP (collectively, the “Parent Audited Financial Statements”); and

(ii) the unaudited condensed consolidated balance sheet at June 30, 2016 and June 30, 2017, and the related unaudited condensed consolidated statement of comprehensive income and unaudited condensed consolidated statement of cash flows, as reported for the 6 months ended June 30, 2016 and 2017 (collectively, the “Parent Interim Financial Statements” and together with the Parent Audited Financial Statements, the “Parent Financial Statements”).

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

(c) Undisclosed Liabilities. Except as recorded as a Liability or otherwise reserved against in the Parent Audited Balance Sheet, Parent and its Subsidiaries do not

have any Liability of any nature (whether accrued, absolute, contingent or otherwise) that would be required by GAAP to be reflected on a consolidated balance sheet (or the notes thereto) of Parent and its Subsidiaries), other than (i) Liabilities incurred in the ordinary course of business since the date of the Parent Audited Balance Sheet, (ii) Liabilities incurred under or in accordance with this Agreement or in connection with the Transactions and (iii) Liabilities that have not had or would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Parent and its Subsidiaries, taken as a whole.

Section 4.5 Parent SEC Reports.

(a) Parent has filed or furnished, as applicable, on a timely basis, all forms, statements, certifications, reports and documents required to be filed or furnished by it with or to the SEC pursuant to the Exchange Act or the Securities Act since January 1, 2015 (the forms, statements, reports and documents filed with or furnished to the SEC since January 1, 2015 and those filed with or furnished to the SEC subsequent to the date of this Agreement, in each case as amended, the “Parent SEC Reports”). Each of the Parent SEC Reports, at the time of its filing or being furnished complied or, if not yet filed or furnished, will comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act, and any rules and regulations promulgated thereunder applicable to the Parent SEC Reports. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Parent SEC Reports did not, and any Parent SEC Reports filed with or furnished to the SEC subsequent to the date of this Agreement will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

(b) Parent has timely responded to all comment letters from the Staff of the SEC relating to the Parent SEC Reports, and the SEC has not asserted that any of such responses are inadequate, insufficient or otherwise non-responsive. None of the Parent SEC Reports filed on or prior to the date hereof is, to the Knowledge of Parent, subject to ongoing SEC review or investigation, and there are no inquiries or investigations by the SEC or any internal investigations pending or threatened, in each case regarding any accounting practices of Parent.

(c) Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE.

(d) Parent has established and maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by Parent in its filings with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

forms of the SEC, and that all such information is accumulated and communicated to Parent’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act. Parent has established and maintains internal control over financial reporting (as defined in Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting provides reasonable assurance (i) regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that receipts and expenditures of Parent and its Subsidiaries are being made only in accordance with authorizations of management and the directors of Parent and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of Parent’s and its Subsidiaries’ assets that could have a material effect on Parent’s financial statements. Parent has disclosed, based on the most recent evaluation of its management prior to the date of this Agreement, to Parent’s auditors and the audit committee of Parent’s board of directors (x) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting that are reasonably likely to adversely affect Parent’s ability to record, process, summarize and report financial information and (y) any fraud, whether or not material, that involves management or other employees who have a significant role in Parent’s internal control over financial reporting. Parent has made available prior to the date of this Agreement to Transferor (A) either materials relating to or a summary of any disclosure of matters described in clauses (x) or (y) in the preceding sentence made by management of Parent to its auditors and audit committee on or after January 1, 2015 and prior to the date of this Agreement and (B) any material communication on or after January 1, 2015 and prior to the date of this Agreement made by management of Parent or its auditors to the audit committee as required by the listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. Since January 1, 2015, no complaints from any source regarding a material violation of accounting procedures, internal accounting controls or auditing matters or compliance with Law, including from employees of Parent and its Subsidiaries regarding questionable accounting, auditing or legal compliance matters have, to the Knowledge of Parent, been received by Parent.

Section 4.6 Absence of Certain Changes or Events. Except as specifically contemplated or expressly permitted by this Agreement or the Transaction Agreements, since June 30, 2017 and through the date of this Agreement, (i) the business of Parent and its Subsidiaries has been conducted, in all material respects, in the ordinary course consistent with past practice, and (ii) there has not been any event (including any damage, destruction or loss, whether or not covered by insurance) that has had or would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 4.7 Actions; Litigation.

(a) No Action against Parent, any of its Subsidiaries, their business or any of their respective properties is, or in the past three years has been, pending or, to the Knowledge of Parent, threatened, except with respect to such Actions the outcome of which has not or would not reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the consummation of the Transactions.

(b) There is no, and during the past three years there has been no, Order against Parent, any of its Subsidiaries, its business or its Assets that would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the consummation of the Transactions.

Section 4.8 Compliance with Laws; Certain Licenses.

(a) Parent and its Subsidiaries are, and have been since January 1, 2015, in compliance with all Laws and Orders of any Governmental Authority applicable to any of them or their respective operations, except to the extent that such noncompliance would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

(b) Parent and its Subsidiaries hold all material Licenses that are required for the conduct of their business as currently conducted and are in compliance with the terms of all such Licenses so held, except, in the case of each of the foregoing, as would not reasonably be expected to prevent, materially delay or materially impair the consummation of the Transactions.

Section 4.9 Board Approval; No Vote Required.

(a) Board Approval. The Parent Board of Directors has unanimously (i) determined that this Agreement, the Transaction Agreements and the Transactions, taken together, are advisable, fair and in the best interest of Parent and its stockholders and (ii) approved this Agreement, the Transaction Agreements and the Transactions.

(b) No Vote Required. No approvals or consents of the holders of any class or series of capital stock of Parent are necessary to adopt this Agreement and the Transaction Agreements and to approve the Transactions. No other corporate proceedings are necessary to adopt or approve this Agreement, the Transaction Agreements or to consummate the Transactions.

Section 4.10 Brokers or Finders; Transaction Bonuses. Except as set forth in Section 4.10 of the Parent Disclosure Schedules, neither Parent nor any of its Subsidiaries has employed any investment banker, broker, finder or intermediary in connection with the Transactions who might be entitled to any fee or any commission in connection with or upon consummation of the Transactions and any such fee or commission and any costs or expenses incurred in connection therewith shall be borne solely by Parent.

Section 4.11 Tax Matters.

(a) Each material Tax Return required to be filed by or in respect of Parent, Issuer or GPI and its Subsidiaries or the Graphic Business has been timely filed and each such Tax Return is true, correct and complete in all material respects.

(b) All material Taxes required to be paid by or in respect of Parent, Issuer or GPI and its Subsidiaries or the Graphic Business have been timely paid (whether or not shown on any Tax Return) other than Taxes being contested in good faith and for which appropriate reserves have been recorded in the Parent Financial Statements in accordance with GAAP.

(c) There is no audit, examination or other administrative or court Action relating to material Taxes or material Tax Returns of Parent, Issuer or GPI or any of their Subsidiaries or in respect of the Graphic Business in progress or pending, or threatened in writing, nor has a Taxing Authority asserted in writing any deficiency or claim for such Taxes or any adjustment to such Taxes, in each case unless such audit, examination, other administrative or court Action, deficiency or claim has been resolved.

(d) All material Taxes required to be withheld by Parent, Issuer or GPI or any of their Subsidiaries or in respect of the Graphic Business have been withheld and properly remitted to the appropriate Taxing Authority (or properly set aside in accounts for such purpose), including in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(e) There are no material Encumbrances for Taxes on any of the assets of Parent, Issuer or GPI and its Subsidiaries other than Taxes that are not yet due and payable or that are being contested in good faith with adequate reserves maintained in accordance with GAAP as reflected in the Parent Financial Statements.

(f) Neither Parent nor Issuer nor any of its Subsidiaries has liability for the Taxes of another Person (whether under Treasury Regulations Section 1.1502-6 or any similar provision of state, local or non-U.S. Law, as a transferee or a successor, pursuant to any tax sharing or indemnity agreement or other contractual agreement, or otherwise).

Section 4.12 Certain Payments.

(a) To the Knowledge of Parent, since January 1, 2014, neither Parent nor its Subsidiaries nor any of their officers, directors, agents, employees or other Persons acting on behalf of Parent or its Subsidiaries (including any Person to whom Parent or its Subsidiaries has paid or is obligated to pay any referral fees) has, directly or indirectly,

(i) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made, offered or authorized any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from corporate funds, whether directly or indirectly, (iii) violated any provision of the FCPA, (iv) made, offered or authorized any bribe or unlawful rebate, payoff, influence payment, kickback or other similar unlawful payment to any Person, whether directly or indirectly, or (v) has been investigated by any Governmental Authority, or been the subject of any allegation, with respect to any conduct within the scope of subsections (i) through (iv) above. Parent and each of its Subsidiaries has established internal controls and procedures designed to ensure compliance with the FCPA that are reasonable for similarly situated companies.

(b) To the Knowledge of Parent, neither Parent nor any of its Subsidiaries nor any of their officers, directors, agents, employees or other Persons acting on behalf of Parent or its Subsidiaries (including any Person to whom Parent or its Subsidiaries has paid or is obligated to pay any referral fees) is a Person that is, or is owned or controlled by a Person that is, currently the subject or target of any sanctions administered or enforced by the U.S. government (including the Office of Foreign Assets Control of the U.S. Treasury Department or the U.S. Department of State and including the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, or other relevant sanctions authority.

(c) To the Knowledge of Parent, since January 1, 2014, Parent and its Subsidiaries have conducted business in material compliance with the Anti-Money Laundering Laws; and no Action by or before any court or Governmental Authority or any arbitrator involving the Parent or its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledge of Parent, threatened.

Section 4.13 Financing Matters. GPI and certain of its Subsidiaries are party to the Existing Credit Agreement. GPI furnished the Transferor with true, correct and complete copies of the executed commitment letter, dated as of the date hereof, with respect to certain amendments to the Existing Credit Agreement as described therein (the “Amendment”) and all contracts, fee letters, engagement letters and other arrangements associated therewith (provided, however, that provisions in the fee or engagement letter relating solely to fees and economic terms (other than covenants) agreed to by the parties may be redacted (none of which redacted provisions will adversely affect the availability of, or impose additional conditions on, the availability of the Amendment at the Closing)) (such commitment letter and related term sheets, including all exhibits, schedules and annexes, and each such fee letter and engagement letter, as amended, restated, supplemented or modified from time to time, collectively, the “Amendment Commitment Letter” and, together with the Existing Credit Agreement, the “Financing Documents”). As of the date hereof, the Financing Documents have not been amended, restated, supplemented or modified since the delivery of the executed Amendment Commitment

Letter to Transferor. There are no side letters or other Contracts related to the Financing Documents, other than as expressly set forth therein. The Amendment Commitment Letter is not subject to any conditions or other similar contingencies other than those set forth therein, and is in full force and effect. All commitment and other fees required to be paid under the Financing Documents prior to the date hereof have been paid in full. After giving effect to the Amendment, the execution and delivery of this Agreement and the Transaction Agreements by the Parent, Issuer and GPI and the performance of Parent, Issuer and GPI’s obligations hereunder and thereunder, and the consummation by Parent, Issuer and GPI of the Transactions will not result in a violation or breach of, constitute (with or without due notice or lapse of time or both) a default under, or give rise to any right of termination, cancellation or acceleration of any of the terms, conditions or provisions of any of the Existing Credit Agreement and the GPI Indentures. Parent does not have Knowledge, as of the date hereof, that any of the conditions to the Amendment as set forth in the Amendment Commitment Letter will not be satisfied.

ARTICLE V

COVENANTS

Section 5.1 Conduct of the Transferred Business Pending the Closing. Following the date of this Agreement and until the earlier of the Closing or the termination of this Agreement, except as contemplated or permitted by this Agreement or the Transaction Agreements or described in Section 5.1 of the Transferor Disclosure Schedules or to the extent that Parent shall otherwise previously consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Transferor agrees, as to itself and the Purchased Entity, as applicable:

(a) Ordinary Course. Transferor shall, and shall cause the Purchased Entity to, conduct the Transferred Business in, and shall not take any action with respect to the Transferred Business except in the ordinary course of business consistent with past practice and, with respect to the Transferred Business, shall use reasonable best efforts to preserve intact its current business organization, maintain its Assets, material rights and Licenses, keep available the services of its current officers and Key Business Employees and preserve its relationships with its employees, customers, suppliers and others having business dealings with it in such a manner that its goodwill and ongoing businesses are not impaired in any material respect as of the Closing. Transferor shall, and shall cause its Subsidiaries to, operate their respective businesses (other than the Transferred Business) in the ordinary course of business in their dealings with, and otherwise in respect of, the Transferred Business (including its customers and continuing in the ordinary course the ongoing capital expenditures that are the subject of Section 3.7(e) of the Transferor Disclosure Schedules).

(b) Acquisitions. Transferor shall not, and shall cause the Purchased Entity not to, with respect to the Transferred Business, in a single transaction or a series of transactions, acquire or agree to acquire by merging or consolidating with, or by

purchasing any equity interest in or the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof.

(c) Dispositions. Transferor shall not, and shall cause the Purchased Entity not to, with respect to the Transferred Business, enter into a single transaction or a series of related transactions, sell, lease, pledge, encumber, transfer, license or otherwise dispose of, or agree to sell, lease, pledge, encumber, transfer, license or otherwise dispose of, any of its assets (other than Contracts, which are governed by Section 5.1(f)) (excluding the disposition of (i) Inventory in the ordinary course of business for fair market value and (ii) assets having a fair market value not exceeding $5,000,000 in the aggregate in the ordinary course of business for fair market value).

(d) Indebtedness. Transferor shall not, and shall cause the Purchased Entity not to, with respect to the Transferred Business:

(i) incur any Indebtedness (including indebtedness for borrowed money or guarantee or otherwise become contingently liable for any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities or guarantee any debt securities of others) other than the incurrence of Indebtedness pursuant to the Assumed Financing, or enter into (or amend) any material real property lease;

(ii) make any loans, advances, capital contributions to or investments in any other Person except as required by binding Contracts in effect as of the date hereof set forth in Section 5.1(d)(ii) of the Transferor Disclosure Schedules;

(iii) commit to any capital expenditures, except (x) pursuant to ordinary course maintenance or repair activities or (y) that are the subject of the capital expenditures contemplated by Section 3.7(e) of the Transferor Disclosure Schedules; or

(iv) authorize or incur Liabilities secured by an Encumbrance on its Assets other than in the ordinary course of business or pursuant to the Assumed Financing;

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

(e) Employee Arrangements. Except as set forth on Section 5.1(e) of the Transferor Disclosure Schedules, pursuant to the terms of any collective bargaining agreements in effect as of the date hereof and disclosed on Section 3.14(a) of the Transferor Disclosure Schedules, as contemplated by this Agreement or as otherwise required by applicable Law, Transferor shall not, and shall cause the Purchased Entity not to, with respect to the Transferred Business:

(i) unless permitted by Section 5.1(e)(iii), grant any material increases in the compensation (including bonus and incentive compensation) or fringe benefits of any Business Employee;

(ii) unless permitted by Section 5.1(e)(iii), pay or agree to pay to any Business Employee any pension, retirement allowance, severance benefit or other material employee benefit not required by any of the existing Transferor Benefit Plans as in effect on the date hereof, except (A) as would not reasonably be expected to result in a Liability of Issuer or its Subsidiaries or (B) in connection with an Approved Offer;

(iii) except to the extent agreed by Parent in connection with an Approved Offer, enter into any new, or terminate or materially amend any existing collective bargaining agreement or relationship, or any employment, severance or termination Contract with any Business Employee or his or her representative;

(iv) (A) become obligated under any new pension plan, welfare plan, employee benefit plan (including any equity incentive plan), severance plan, benefit arrangement or similar plan or arrangement sponsored or maintained by the Transferred Business that was not in existence on the date hereof or (B) amend any such plan or arrangement in existence on the date hereof, except in the case of this clause (B), as would not result in an increase in the annual aggregate cost to the Transferred Business (based on Transferor’s historical annual aggregate cost) of maintaining such pension plan, welfare plan, employee benefit plan, severance plan, trust, fund, policy or arrangement in excess of $2,500,000;

(v) except to the extent agreed by Parent in connection with an Approved Offer, make any offer for the employment or engagement of any Business Employee or other individual on a full-time, part-time, or consulting basis providing for annual base salary and target incentive compensation in excess of $250,000;

(vi) either (x) transfer any Business Employee with annual base salary and target incentive compensation in excess of $250,000 from the Transferred Business to the Transferor Business or (y) change the employment duties of any individual who is a Business Employee with annual base salary and target incentive compensation in excess of $250,000 as of the date hereof such that they are no longer a Business Employee;

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

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

(f) Contracts. Transferor shall not, and cause the Purchased Entity not to, with respect to the Transferred Business, except in the ordinary course of business, modify, amend, terminate or enter into any Material Contract with a third party, or waive, release or assign any material rights or claims of the Transferred Business thereunder.

(g) Settlement of Litigation. Transferor shall not, and shall not permit the Purchased Entity to, with respect to the Transferred Business, discharge, satisfy or settle any Action (absolute, accrued, asserted or unasserted, contingent or otherwise) if such payment, discharge, satisfaction or settlement would (i) require any payment by the Transferred Business prior to, or Issuer or its Subsidiaries following, the Closing in excess of $1,000,000 or (ii) restrict Issuer or any of its Subsidiaries from operating the Transferred Business in any material respect following the Closing.

(h) Restrictive Agreements. Transferor shall not, and shall not permit the Purchased Entity to, with respect to the Transferred Business, enter into any Contract or arrangement that would reasonably be expected to, following the Closing, limit or restrict Issuer or its Subsidiaries from engaging in any line of business, in any location or with any Person.

(i) Intellectual Property. Transferor shall not, and shall not permit the Purchased Entity to, with respect to the Transferred Business, sell, transfer, license, provide a covenant not to xxx with respect to, abandon, let lapse, encumber or otherwise dispose of any Transferred Intellectual Property, Transferred Patents or Transferred Trademarks, except, in each case, in the ordinary course of business.

(j) Transferred Real Property. Transferor shall not create any new Encumbrance (other than Permitted Encumbrances) affecting any parcel of Transferred Real Property that is not being contested in good faith or will not be removed prior to Closing. Transferor shall not demolish or remove any existing material improvements, or erect new material improvements on any parcel of Transferred Real Property or any portion thereof, except in the ordinary course.

(k) Foregoing Actions. Transferor shall not agree or commit, and shall not permit the Purchased Entity or the Contributed Entity to agree or commit, to do any of the actions described in clauses (a) through (j) above or to make or change any material Tax election with respect to the Transferred Business, the Purchased Entity or the Contributed Entity.

Section 5.2 Conduct of Parent’s Business Pending the Closing. Parent shall, and shall cause its Subsidiaries, to conduct its business in, and shall not take any action with respect to its business except in, the ordinary course of business, consistent with past practice and shall use reasonable best efforts to preserve intact its current business organization, maintain its material rights and Licenses, keep available the services of its current officers and preserve its relationships with its customers, suppliers and others having business dealings with it in such a manner that its goodwill and ongoing businesses are not impaired in any material respect as of the Closing. Parent shall not, and shall cause its Subsidiaries not to, declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership or equity interests of Parent or any of its Subsidiaries (whether in cash, securities, property or any combination thereof), except for (i) normal quarterly cash dividends on Parent’s common stock as described in Section 5.2 of the Parent Disclosure Schedules and (ii) the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership or equity interests, all of which shares of capital stock or partnership or equity interests, as applicable, of the applicable corporation, partnership or other entity are owned directly or indirectly by Parent. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Parent shall not (a) in any manner effect any subdivision (by any stock split, stock dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock split, reclassification, reorganization, recapitalization or otherwise) of the shares of common stock of Parent, (b) permit the Issuer to in any manner effect any subdivision (by any unit split, unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse unit split, reclassification, reorganization, recapitalization or otherwise) of the Common Units of Issuer or (c) other than (x) shares of common stock of Parent or (y) common stock equivalents (including stock options, restricted stock units, or other securities convertible into or exchangeable for shares of Parent common stock) in the case of clause (y), issued as incentive compensation, issue any equity interests, securities or interests convertible or exchangeable into equity interests, or warrants, options or other rights to purchase equity interests, in Parent. This Section 5.2 shall not apply to the issuance, distribution or exercise of preferred stock purchase rights or similar rights pursuant to the Rights Agreement, dated as of March 10, 2008, by and between Parent and Xxxxx Fargo Bank, N.A. as Rights Agent; provided, that the number of Common Units issued to Transferor shall be adjusted to offset the effect thereof.

Section 5.3 Cooperation and Efforts. The parties hereto shall use their reasonable best efforts to, together or pursuant to the allocation of responsibility set forth below or otherwise to be agreed upon between them take, or cause to be taken, the following actions:

(a) Further Assistance. The parties hereto shall use their reasonable best efforts to provide such further assistance as any of the other parties hereto may reasonably request and as may be reasonably necessary or appropriate in connection with the foregoing and in effectuating the provisions of this Agreement or as may reasonably be required to enable Transferor to meet its obligations to the Transferred Employees under the Transferor Benefits Plans.

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

(c) Efforts. Subject to Section 5.4, prior to the Closing Date, each of Transferor and Parent shall use its reasonable best efforts to obtain any third-party consent or approval of a Governmental Authority required in connection with the Transactions.

Section 5.4 Competition Approvals. Subject to the terms and conditions of this Agreement, each of the parties hereto shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under applicable federal, state or foreign antitrust or fair trade Laws (“Competition Laws”) to consummate and make effective the Transactions, including providing information and using their reasonable best efforts to obtain all necessary exemptions, rulings, consents, authorizations, approvals and waivers to effect all necessary registrations and filings and to lift any injunction or other legal bar to the Transactions, as promptly as practicable, and to use its reasonable best efforts to take all other actions necessary to consummate the Transactions contemplated hereby in a manner consistent with applicable Law. Without limiting the generality of the foregoing, Transferor, Parent, Issuer and GPI agree, and shall cause each of their respective Subsidiaries, to cooperate and to use their respective reasonable best efforts to obtain any government clearances required to consummate the Transactions under Competition Laws (including making all necessary filings for government clearances as soon as practicable as agreed by the parties), to respond to any government requests for information, and to contest, resist and litigate any Action, and to have vacated, lifted, reversed or overturned any Order, that restricts, prevents or prohibits the consummation of the Transactions, including by pursuing all available avenues of administrative and judicial appeal. The parties hereto will consult and cooperate with one another (including by permitting the other parties to review in advance any communication to be given by it to, and consult with each other in advance of any meeting or material telephone call with, any Governmental Authority), and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto in connection with proceedings under or relating to any Competition Laws, and will provide one another with copies of all

material communications from and filings with, any Governmental Authorities relating to Competition Laws with the Transactions contemplated hereby. Any filing fees required to be paid by the parties hereto under any filing with any Governmental Authority shall be borne one-half by Transferor and one-half by Parent. Notwithstanding anything to the contrary in this Agreement, none of Transferor, Parent, Issuer or any of their respective Affiliates will be required to offer or agree to sell, divest, lease, license, transfer, dispose of or otherwise encumber before or after the Closing any assets, Licenses, operations, rights, product lines, business or interests therein of Transferor or Parent or any of their respective Affiliates or agree to make any material changes or restriction on, or other impairment of Transferor’s, Parent’s or either of their respective Affiliates’ ability to own, operate or exercise rights in respect of such assets, Licenses, operations, rights, product lines, business or interests therein.

Section 5.5 Access.

(a) Subject to Section 6.4 hereof, upon reasonable notice, each of Transferor, with respect to the Transferred Business, and Parent shall, throughout the period prior to the earlier of the Closing or the termination of this Agreement, afford to each other and each other’s respective Representatives, reasonable access to its Representatives and, during normal business hours, in a manner that does not unreasonably interfere with business and operations, to its and its Subsidiaries’ officers, properties, Contracts, commitments, books, records (including Returns) and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws, and shall use their respective reasonable best efforts to cause its respective representatives to furnish promptly to the other such additional financial and operating data and other information, including environmental information, as to its and its Subsidiaries’ respective businesses and properties as the other or its duly authorized representatives, as the case may be, may reasonably request, and instruct its employees, legal counsel, financial advisors, auditors and other authorized representatives to reasonably cooperate with the other in such other party’s investigation provided, however, that the foregoing shall not permit any party hereto to conduct any invasive or destructive environmental sampling, testing or analysis (including any of the nature commonly referred to as a Phase II environmental assessment) on the other party’s property.

(b) For the purposes of this Section 5.5, all communications, including requests for information or access, pursuant to this Section 5.5, shall only be made by and among representatives of each of Transferor and Parent, each of whom shall initially be designated in writing by each of Transferor and Parent, respectively, and may be replaced with a substitute representative by Transferor or Parent from time to time upon reasonable written notice to the other parties hereto.

(c) Notwithstanding the foregoing, none of Transferor, with respect to the Transferred Business, Parent or their respective Subsidiaries, as applicable, shall be

required to provide any information to the extent that such information or to the extent that such access would jeopardize the attorney-client privilege or contravene any applicable Law or confidentiality obligation; provided that the parties hereto shall have notified the other party of any information subject to such restriction and used reasonable best efforts to make such disclosure or in a form or manner that would not jeopardize such privilege or violate such Law or confidentiality obligation (including by redacting or otherwise not disclosing any portion thereof the disclosure of which would jeopardize such privilege or entering into a joint defense agreement). Each of Transferor and Parent will hold, and will cause their respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from any of the parties hereto, directly or indirectly, in confidence in accordance with the Confidentiality Agreement and Section 6.4.

(d) Except as provided in Section 5.20, Transferor shall not be required to provide a copy of (or access to) any information with respect to any business conducted by Transferor, other than the Transferred Business.

Section 5.6 Exclusivity. From the date hereof through the Closing or earlier termination of this Agreement, none of Transferor or its Subsidiaries or their respective officers, directors, managers, employees, counsel, accountants, agents, financial advisers and consultants shall, directly or indirectly, enter into, engage in, knowingly solicit, initiate or continue any discussions or negotiations with, or knowingly encourage or respond to any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or otherwise cooperate in any way with, any Person or other entity or group, concerning any sale of any of the Transferred Assets (other than as specifically permitted by Section 5.1(c)) or any conversion, merger, consolidation, liquidation, dissolution or similar transaction involving the Transferred Business other than with Parent, Issuer and GPI.

Section 5.7 Real Property Matters.

(a) Transferor shall provide Issuer with copies of any existing title insurance commitments or policies and surveys for each parcel of Owned Real Property. Issuer or GPI may, at its sole cost and expense through a national title company mutually agreed-upon with Transferor, obtain a preliminary title report and any applicable supporting documents, along with a commitment for an owner’s policy of title insurance with respect to each parcel of Owned Real Property (“Title Commitments”). If Issuer or GPI is not satisfied with the existing surveys produced or wishes to obtain a new survey for any parcel of Owned Real Property for any reason, Issuer or GPI may obtain updated ALTA surveys for one or more of the parcels of the Owned Real Property (“Surveys”) at its sole cost and expense. Upon receipt of any Title Commitments or Surveys, Issuer or GPI shall promptly furnish Transferor with a copy of the same. After Issuer’s review of the Title Commitments and Surveys (collectively, “Title Evidence”), Issuer shall have the right to deliver to Transferor written notice of any objections Issuer may have to matters

shown on the Title Evidence that are materially adverse to the Transferred Business and are not Permitted Encumbrances, and the parties shall thereafter reasonably cooperate to satisfy any such objections, it being understood that if such objections are not satisfied prior to the Closing Date, the Closing shall nonetheless take place on the terms set forth herein and the parties thereafter shall continue to reasonably cooperate to satisfy any such objections.

(b) Notwithstanding anything herein to the contrary, but only to the extent Issuer or GPI provides Transferor with written notice of its objection to the same, at or prior to the Closing, Transferor shall be required to cure and remove the following items encumbering any parcel of Owned Real Property: (i) any mortgages, deeds of trust or other Indebtedness, (ii) any mechanics’ or materialmen’s liens, (iii) any Tax liens, (iv) any financing statements, and (v) any monetary fine attached to any notice of violation posted by a Governmental Authority.

Section 5.8 Public Announcements. Transferor and Parent shall consult with each other prior to making any press release or public announcement relating to the Transactions and shall not issue any such press release or make any such public announcement prior to such consultation and without the consent of the other parties hereto, which consent shall not be unreasonably withheld, delayed or conditioned, except as (i) may be required by applicable Law, Order or by obligations pursuant to any listing agreement with any national securities exchange, in which case the party proposing to issue such press release or make such public announcement shall use its reasonable best efforts to consult in good faith with, and accept reasonable comment from, the other party a reasonable time before issuing any such press release or making any such public announcement or (ii) is substantially similar in content to previous written press releases, public disclosures or public statements made jointly by the parties hereto or in investor conference calls, SEC filings, Q&As or other documents approved by the parties hereto.

Section 5.9 Defense of Litigation. Each of Transferor and Parent shall use its reasonable best efforts to defend against all Actions in which such Party is named as a defendant that challenge or otherwise seek to enjoin, restrain or prohibit the Transactions or seek damages with respect to the Transactions. Neither of Transferor or Parent shall settle any such Action or fail to perfect on a timely basis any right to appeal any judgment rendered or Order entered against such party therein without having previously consulted with the other parties hereto; provided that no party hereto shall settle any such Action without the prior written consent of the other parties if (a) settlement of such Action involves agreement to injunctive or equitable relief or (b) a settlement of such Action would impose Liability on the Transferred Business, Parent or any of its Subsidiaries. Each Transferor and Parent shall use its reasonable best efforts to cause each of its Affiliates, directors and officers to use its reasonable best efforts to defend any such Action in which such Affiliate, director or officer is named as a defendant and which seeks any such relief to comply with this Section 5.9 to the same extent as if such Person was a party hereto.

Section 5.10 Notification of Certain Events. Each of the parties hereto shall promptly notify the other parties of: (a) the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which could reasonably be expected to cause any representation or warranty of such notifying party in this Agreement to be untrue or inaccurate if the effect thereof would be that the condition to Closing set forth in Section 7.2(a)(i) or (ii) or Section 7.3(a)(i) or (ii) hereof, as applicable, would be incapable of being fulfilled as of the Closing Date; (b) the occurrence, or nonoccurrence, of any event the occurrence or nonoccurrence of which has caused or would reasonably be expected to cause a Material Adverse Effect (when Transferor is notifying Party) or Parent Material Adverse Effect (when Parent, Issuer or GPI is notifying Party); (c) the breach by such party of any covenant or agreement set forth in this Agreement to be performed or complied with by such notifying party prior to the Closing and, as a result thereof, the condition set forth in Section 7.2(a)(iii) or Section 7.3(a)(iii) hereof, as applicable, would be incapable of being fulfilled as of the Closing Date; and (d) any Action in which such notifying party is named as a defendant that challenges or otherwise seeks to enjoin, restrain or prohibit the Transactions; provided, however, that the failure of a party to provide notification relating to a matter upon which a representation or warranty claim could be predicated shall not be considered a breach of any covenant or agreement for purposes of ARTICLE VIII.

Section 5.11 Control of Other Party’s Business. Nothing contained in this Agreement shall give Transferor, directly or indirectly, the right to control or direct Parent’s operations prior to the Closing. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct Transferor’s operations prior to the Closing. Prior to the Closing, each of Transferor and Parent shall exercise and be responsible for, consistent with the terms and conditions of this Agreement and applicable Law (including the HSR Act and other Competition Laws), complete control and supervision over their respective operations, including, in the case of Transferor, complete control and supervision of all programs, employees, finances and policies of the Transferred Business.

Section 5.12 Post-Closing Access; Preservation of Records. From and after the Closing (a) upon reasonable written notice, Transferor and Parent will make or cause to be made available to the other, as applicable, and their respective Representatives during regular business hours all information and assistance as is necessary for any reasonable business purpose relating to the Transferred Business, including financial reporting and accounting matters and in connection with any disclosure obligation or the defense of any Action and (b) upon reasonable written notice, Transferor shall (provided Parent reimburses Transferor for any reasonable out-of-pocket costs) use reasonable best efforts to provide, and shall cause its Affiliates and their respective Representatives to provide,

all required financial statement information for any period prior to the Closing Date, in form reasonably requested by Parent, in connection with any financial reporting requirements which Parent or any of its Affiliates is or may subsequently become subject to, including comparative interim financial statements for each of the completed quarters prior to the Closing Date and the partial quarter ending on the Closing Date reviewed by Transferor’s independent accountant and required financial information supporting any SEC filing, including selected historical financial data, MD&A, guarantor and non-guarantor footnote presentation and segment reporting. Each of Transferor and Parent shall, and shall cause each of their respective Subsidiaries, successors and assigns to, retain, maintain and preserve all such books, records and other documents (including personnel files) that relate to the Transferred Business for periods prior to the Closing Date for the greater of (i) five years after the Closing Date and (ii) any applicable statutory or regulatory retention period, as the same may be extended and, in each case, shall offer to transfer such records to the other party at the end of any such period by providing the other party with not less than 20 days’ written notice of its intention to destroy or dispose of such records so that such other party may exercise its rights to obtain such records within such 20 day period.

Section 5.13 Financial Statements. As soon as available, and in any event not less than five (5) Business Days prior to the Closing, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheet of the Transferred Business as of September 30, 2017 and the related unaudited consolidated statements of operations, for the nine months ended September 30, 2017 (the “Transferred Business Nine-Month Unaudited Financial Statements”). Not more than thirty days after the Closing, Transferor shall deliver, or cause to be delivered, to Parent an audited consolidated balance sheet of the Transferred Business as of September 30, 2017 and the related audited consolidated statements of operations, comprehensive income, cash flows and changes in parent company equity for the nine months ended September 30, 2017, including the notes thereto, in each case, audited by Deloitte & Touche LLP (the “Transferred Business Nine-Month Audited Financial Statements”). As soon as practicable after Closing, but no later than January 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheet of the Transferred Business as of December 31, 2017 and the related unaudited consolidated statements of operations for the year ended December 31, 2017 (the “Transferred Business Year-End Unaudited Financial Statements” and together with the Transferred Business Nine-Month Unaudited Financial Statements, the “Transferred Business Unaudited Financial Statements”). As soon as practicable after Closing, but no later than March 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an audited consolidated balance sheet of the Transferred Business as of December 31, 2017 and the related audited consolidated statements of operations, comprehensive income, cash flows and changes in parent company equity for the year ended December 31, 2017, including the notes thereto, in each case, audited by Deloitte & Touche LLP (the “Transferred Business Year-End Audited Financial Statements” and, together with the Transferred

Business Nine-Month Audited Financial Statements, the “Transferred Business Audited Financial Statements”). The Transferred Business Unaudited Financial Statements will have been prepared from the books and records of the Transferred Business, Transferor and the Purchased Entity in accordance with GAAP, consistently applied, except for (i) the exceptions described in Section 5.13 of the Transferor Disclosure Schedules and (ii) the absence of footnotes and taking into account that the Transferred Business is part of Transferor’s ongoing business (and, therefore, include estimated allocations of corporate expenses, debt and income taxes, as applicable), and present fairly, in all material respects, the financial position of the Transferred Business as of the dates thereof and the results of its operations or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby. The Transferred Business Audited Financial Statements shall (i) contain an unqualified report from Deloitte & Touche LLP; (ii) comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect to Item 9.01(a)(2) of Form 8-K; (iii) be prepared from, and be in accordance with and accurately reflect the books and records of the Transferred Business; (iv) be prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) in all material respects and (v) fairly present in all material respects the financial position of the Transferred Business as of the dates thereof and the results of operations and changes in cash flows, as the case may be, of the Transferred Business for the periods to which those statements relate, in each case in accordance with GAAP consistently applied during the periods involved (except in each case as may be noted therein). From and after the Closing, Parent and Issuer will make or cause to be made available to Transferor and its Representatives all information and assistance as is reasonably necessary for the preparation of the Transferred Business Audited Financial Statements.

Section 5.14 Employment Terms for Business Employees.

(a) Except as otherwise provided herein, Issuer shall employ each bargaining unit Business Employee and make a conditional offer of employment to each other Business Employee, other than those listed in Section 5.14 of the Transferor Disclosure Schedules (the “Excluded Employees List”), effective at the Closing or, with respect to any Inactive Business Employee, at the Deferred Employment Date; provided, however, that (x) Issuer’s obligations to employ any non-bargaining unit employees shall be subject to the applicable Business Employee successfully completing I-9 verification and (y) Transferor shall ensure that wages and benefits are maintained as appropriate for any Inactive Business Employee from Closing until such Deferred Employment Date. Prior to the Closing Date, the Excluded Employees List may be amended by mutual written consent of Transferor and Issuer. Where required by applicable Law, Issuer shall document its offer of employment to any Business Employee in writing at such times and in such manner as is required by applicable Law. Subject to his or her continued

employment with Issuer, each Business Employee shall receive through December 31, 2018 (i) at least the same rate of base pay or wage rate as was provided to such Business Employee by Transferor and its Affiliates immediately prior to the Closing; (ii) incentive compensation opportunities (including short-term cash incentive compensation and performance-based equity incentive compensation) that are at least reasonably comparable to such Business Employee as were provided by Transferor and its Affiliates immediately prior to the Closing; and (iii) participation in employee benefit plans, programs and arrangements that, in the discretion of the Issuer, (A) are substantially comparable to those made available to such Business Employees by Transferor immediately prior to the Closing Date or (B) Issuer makes available to its similarly situated employees (other than pension or retiree medical plans or programs), except that, in all events, a Transferred Employee must receive employee benefit plans, programs and arrangements that satisfy the requirements of applicable Law, provided that the parties agree, promptly following the execution hereof, to use their good faith, reasonable commercial efforts to identify and implement a mutually acceptable method to facilitate Issuer’s satisfaction of its obligations under subclause (iii) of the immediately preceding sentence, with the understanding that no such mutually acceptable method will require the delay of the Closing Date. If more than one practical alternative approach to continuing such coverage is available, the parties shall mutually agree on the alternative transition assistance. If no other practical alternative is reasonably available, then for a period of 90 days (or such greater period as the parties shall mutually agree or such lesser period as Issuer shall request) following the Closing Date Transferor will administer coverage for medical, dental, and prescription drug benefits for Transferred Employees and their qualified beneficiaries in accordance with the continuation health care coverage requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA (“COBRA”) in accordance with the provisions of COBRA, with Issuer paying Transferor the actual costs (including premium amounts and other costs and expenses) associated with providing Transferred Employees and their qualified beneficiaries with COBRA coverage. Notwithstanding anything herein to the contrary, Issuer shall not be obligated to employ any Business Employee who terminates employment with the Transferred Business for any reason prior to the Closing. Transferor shall deliver to Issuer an update to the Business Employee List at a reasonable time prior to the Closing Date. Notwithstanding the foregoing, except as may be required pursuant to any applicable collective bargaining agreement, nothing contemplated by this Agreement shall be construed as requiring Issuer to be obligated to continue the employment of any Transferred Employee for any period after the Closing Date; provided that Issuer shall provide such Transferred Employee with pay and benefits in accordance with any such termination of employment to the extent required pursuant to Section 5.14(d); provided, further, that with respect to any Business Employee who is the subject of any collective bargaining agreement, the compensation and benefits for such Business Employee shall be subject to the terms of such collective bargaining agreement and, effective as of the Closing Date, Issuer shall assume all future obligations under the collective bargaining agreement with respect to compensation and benefits thereunder, but Issuer shall not

assume any Liabilities of Transferor and its Affiliates arising out of any collective bargaining agreement for periods prior to the Closing Date, including with respect to any withdrawal liability (as such term is defined under Title IV of ERISA) relating to any Multiemployer Plans.

(b) Retirement Subsidies. Prior to the Closing Date, Transferor shall amend any of Transferor’s tax-qualified defined benefit pension plans in which any hourly Business Employee (including bargaining unit employees) participates to provide that, solely for purpose of determining any such individual’s eligibility for early retirement subsidies under the applicable plan, the service of an hourly Transferred Employee for Issuer or any of its Affiliates following the Closing and prior to the commencement of benefits under such defined benefit plan shall be taken into account. Following the Closing, Issuer shall notify Transferor or one of its Affiliates in writing of the service completed with Issuer or any of its Affiliates following the Closing by any Transferred Employee who may be eligible to receive additional benefits under any Transferor Benefit Plan by reason of such service within fifteen (15) Business Days following either the month in which (i) such Transferred Employee’s separation of service with the Issuer or any of its Affiliates occurs or (ii) any written request is received for such service from Transferor for the purpose of determining the eligibility of such Transferred Employee for such additional benefits.

(c) Issuer’s Benefit Plans; Service Credit; Waiver of Limitations and Credit for Deductibles. Issuer shall permit eligible Transferred Employees to participate in 401(k) plans that it offers its similarly situated employees as of the Closing Date and will provide pension benefits only as required by applicable collective bargaining agreements for future service beginning on January 1, 2018. At such time that Issuer, in its sole discretion, but no later than April 1, 2018, determines it is administratively feasible, Issuer will transfer all Transferred Employees to the same health and welfare plans that it offers to similarly-situated employees. Such benefit plans, programs, and arrangements must satisfy the requirements of applicable law. Issuer shall credit each Transferred Employee with service for his or her service with Transferor and its affiliates prior to the Closing for all purposes under any employee benefit plan, program or arrangement made available to such Transferred Employee by Issuer following the Closing; provided that, no service credit need be provided to any such Transferred Employee (i) for benefit accrual purposes under any defined benefit plan or (ii) to the extent it would result in the Transferred Employee being entitled to receive benefits under any Issuer plan that are duplicative of any vested benefits that such Transferred Employee is entitled to receive under any Transferor Employee Plan. Issuer shall (A) waive all limitations as to pre-existing conditions, exclusions and waiting periods and actively-at-work requirements with respect to participation and coverage requirements applicable to the Transferred Employees and their dependents and beneficiaries under any welfare benefit plans made available to such Transferred Employees following the Closing and (B) Issuer shall (I) provide each Transferred Employee and his or her eligible dependents and

beneficiaries with credit under Issuer’s medical benefit plans, programs and arrangements that it generally makes available to its own similarly situated employees (“Issuer’s Standard Medical Plans”) for any co-payments, other out-of-pocket expenses and deductibles with respect to claims that were reported under the medical benefits plan made available to such Transferred Employees from and after January 1 of the year in which the Closing Date occurs and through and including the date prior to the date the Transferred Employees become participants in the Issuer’s Standard Medical Plans (the “Medical Transition Date”), and use reasonable commercial efforts without undue administrative burden to provide such credit for any such expenses reported after the Medical Transition Date for purposes of satisfying any applicable deductible, co-insurance or out-of-pocket requirements (and any annual and lifetime maximums) under any such Issuer welfare benefit plan in which such Transferred Employee participates, and (II) reduce ratably each Transferred Employee’s portion of the Transferred Employee’s otherwise applicable health coverage premium under Issuer’s Standard Medical Plans to reflect that such Transferred Employee did not participate in such Issuer’s Standard Medical Plans during the period between the Closing Date and the Medical Transition Date (e.g., if a Transferred Employee’s Medical Transition Date is April 1, 2018, such Transferred Employee’s portion of the health coverage premium will be reduced by 25%).

(d) Severance Benefits. Without limiting the generality of the foregoing provisions of this Section 5.14, in the event that any Transferred Employee’s employment with Issuer is terminated on or prior to December 31, 2018 other than due to the Transferred Employee’s death, disability or voluntary termination of employment, Issuer shall provide such non-union hourly employees with severance and termination benefits similar to those provided to Issuer’s other non-union hourly employees and shall provide salaried Transferred Employee with severance and other termination benefits that are no less favorable than the severance and other termination benefits the Transferred Employee would have received under the Transferor Employee Plans in respect of a similar termination. For clarity, nothing in this Agreement shall require Issuer to pay severance to any Business Employee who voluntarily declines to become a Transferred Employee or any non-bargaining unit Business Employee who fails to satisfy the conditions of the employment offer under Section 5.14(a).

(e) Post-Closing Annual Incentive Compensation. Without limiting the generality of the foregoing, Issuer shall pay each Transferred Employee in respect of services provided to the Transferred Business from the Closing Date to the last day of the calendar year in which the Closing Date occurs, an amount of incentive compensation at least equal to the amount that would have been payable to such Transferred Employee for such services under any applicable Transferor Benefit Plan that is an annual incentive plan for service from the Closing Date (but treating service with Issuer following the Closing if it were continuing service with Transferor for purposes of determining any Transferred Employee’s right to receive payment in accordance with such applicable

Transferor Benefit Plan) based on target performance during this timeframe. Any amount payable pursuant to the immediately preceding sentence shall be payable to an eligible Transferred Employee at the same time and subject to the same conditions (including continued employment) as would have applied under the applicable corresponding Issuer plan.

(f) Outstanding Transferor Performance-Based Equity Incentive Compensation. As of the Closing Date, Transferor shall determine the value (such value, the “Outstanding Grant Value”) of each outstanding performance-based equity incentive compensation award relating to Transferor’s equity (each, a “Transferor Equity Award”) held at the Closing Date by any Transferred Employee. As of the Closing Date, Transferor shall also determine the value of the forfeited portion (such value, the “Forfeited Value”) of each Transferor Equity Award, which is a pro-rated amount equal to the product of (i) the Outstanding Grant Value and (ii) a fraction, the numerator of which is the number of days from and after the Closing Date to and including the date such Transferor Equity Award would have vested in full in accordance with its terms solely on the basis of the passage of time if the Transferred Employee had continued employment with the Transferor (the “Transferor Equity Award Vesting Date”) and the denominator of which is the number of days from and after the date such Transferor Equity Award was granted to and including the Transferor Equity Award Vesting Date. With respect to each Transferor Equity Award, as soon as practical following the Closing Date, but effective as of the Closing Date, Parent shall grant each Transferred Employee a restricted stock unit award in respect of Parent’s common stock (rounded to the nearest whole share) (the “Parent Replacement Award”), which may be settled in cash or shares of Parent common stock, at Parent’s discretion. The value of each Parent Replacement Award shall be at least equal to the Forfeited Value of the Transferor Equity Award it replaces. Each Parent Replacement Award shall have terms and conditions, including with respect to vesting, that are substantially comparable to the terms and conditions applicable to the Transferor Equity Award which it replaces; provided, however, that to the extent that any such Transferor Equity Award was subject to the achievement of performance conditions to receive payment, any such performance condition shall be deemed waived. In determining the Outstanding Grant Value, Transferor shall assume that any applicable performance goals and conditions have been achieved at target performance levels.

(g) Accrued Vacation.

(i) For any non-bargaining unit Transferred Employee who works in a location other than California, Transferor shall pay such Transferred Employee promptly, but in no event more than 30 days following the Closing Date, for any vacation days and paid time off days accrued but not yet taken by the Transferred Employee as of the Closing Date (the “Accrued Vacation Days”) that is in excess of such Transferred Employee’s Annual Vacation Accrual.

(ii) For any Transferred Employee who works in California, Transferor shall pay such Transferred Employee for any Accrued Vacation Days.

(iii) As of the Closing, Issuer shall provide each Transferred Employees with all the Accrued Vacation Days for which payout is not made pursuant to this Section 5.14(g) to the extent the associated accruals with respect to such amounts are included in the calculation of the Closing Date Working Capital.

(h) Collective Bargaining Agreements.

(i) Parent shall, or shall cause its subsidiaries and affiliates to, adopt or assume all unexpired collective bargaining agreements listed in Section 5.14(h) of the Transferor Disclosure Schedules as in effect immediately prior to the Closing Date (each, a “CBA”). Parent shall, or shall cause its subsidiaries and affiliates to, recognize the unions listed in Section 5.14(h) of the Transferor Disclosure Schedules as the sole and exclusive collective bargaining agents as of the Closing Date and immediately thereafter for the Transferred Employees represented by such unions immediately prior to the Closing Date. Parent acknowledges and agrees that all grievances, references and arbitrations under the CBAs that are made, filed, commenced or instituted after the Closing Date, including those based substantially on events or circumstances that occurred, existed or were initiated before the Closing Date, will be the sole responsibility of Parent, Issuer and their respective subsidiaries and affiliates, provided that Transferor shall reimburse Issuer for monetary awards related to any back pay or other compensation due for lost wages for periods that occurred prior to the Closing Date. Parent further agrees that the provisions of this Section 5.14 shall be subject to any applicable provision of a CBA in respect of Transferred Employees, to the extent such provision is inconsistent with or otherwise in conflict with the provisions of any such CBA.

(ii) Without limiting the generality of Section 5.14(h)(i) and in reliance on the accuracy of the Transferor’s representation as to the provision of true and complete copies of the collective bargaining agreements reference in Section 3.14(a) of the Transferor Disclosure, Issuer acknowledges its receipt of copies of the CBAs and its understanding that the CBAs are applicable to the Augusta, Georgia Paper Mill and Texarkana, Texas Paper Mill (the “CBA Facilities”) that are related to the Transferred Business and included as part of the Transferred Assets. With respect to the CBA Facilities, Issuer agrees to (A) recognize USW or IBEW as the sole and exclusive collective bargaining agent for the applicable employees of the CBA Facilities as of the Closing Date, (B) assume all the obligations of the CBAs until the expiration thereof, provided that Issuer shall not be obligated to participate in or maintain any Transferor Benefits Plan referenced therein, but shall instead maintain its own employee benefit plans providing

substantially similar benefits, and (C) treat the employees of the CBA Facilities as of the Closing Date in accordance with the terms of the applicable CBA. Issuer or the relevant affiliate of Parent may change the number of bargaining unit employees, or make changes in benefit plans for bargaining unit employees, only as provided for in the applicable CBA. The parties agree the USW and IBEW will be a third party beneficiary of the provisions of this Section 5.14(h)(ii).

(iii) For avoidance of doubt, Issuer will assume any non-monetary liability and all other responsibility with respect to any pending union grievance or arbitration pending after Closing at the CBA Facilities.

(i) Flexible Spending Accounts. Effective no later than the Closing Date, Parent shall, or shall cause its Subsidiaries to, have in effect flexible spending arrangements under a cafeteria plan qualifying under Section 125 of the Code (the “Parent Flexible Spending Account Plan”). From and after the Closing Date, Parent shall be liable for all Liabilities and account balances of the Transferor flexible spending account plan maintained with respect to Business Employees who become Transferred Employees and their dependents (the “Transferor Flexible Spending Account Plan”), and all claims for reimbursement which have not been paid as of the Closing Date shall be paid pursuant to and under the terms of the Parent Flexible Spending Account Plan. As soon as practicable following the Closing Date, (i) Transferor shall transfer to Parent an amount in cash equal to the excess, if any, of the aggregate contributions to the Transferor Flexible Spending Account Plan made by Transferred Employees prior to the Closing Date for the plan year in which the Closing Date occurs over the aggregate reimbursement payouts made to Transferred Employees prior to the Closing Date for such year from such plan and (ii) Parent shall cause such amounts to be credited to each such Transferred Employee’s accounts under the Parent Flexible Spending Account Plan. In connection with such transfer, Parent shall deem that such employees’ deferral elections made under the Transferor Flexible Spending Account Plan for the plan year in which the Closing Date occurs shall continue in effect under the Parent Flexible Spending Account Plan for the remainder of the plan year in which the Closing Date occurs. If the aggregate reimbursement payouts made to Transferred Employees from the Transferor Flexible Spending Account Plan prior to the Closing for the plan year in which the Closing Date occurs exceed the aggregate accumulated contributions made by the Transferred Employees to such plan prior to the Closing Date for such plan year, Parent shall make a payment equal to the value of such excess (or the portion thereof able to be funded from such additional contributions) to Transferor as soon as practicable following Parent’s receipt of additional contributions from the applicable Transferred Employee.

(j) WARN. Issuer shall be responsible for providing any required notice under WARN or any similar federal, state or local Law or regulation and for any other actions required to comply with WARN and any other similar Law or regulation, in each

case with respect to any “plant closing” or “mass layoff” (as defined in WARN) or group termination or similar event affecting Transferred Employees and occurring on and after the Closing Date. None of Issuer or any of its Affiliates shall take any action after the Closing that would cause any termination of employment of any Business Employees that occurs before the Closing to constitute a “plant closing” or “mass layoff” or group termination under WARN or any similar federal, state or local Law or regulation, or to create any liability or penalty to Transferor for any employment terminations under applicable Law. On the Closing Date, Transferor shall notify Issuer of any employment losses (as defined in WARN) of any Business Employees in the 90-day period prior to the Closing. Transferor shall provide any required notices under WARN with respect to any “plant closing” or “mass layoff” that occurs prior to the Closing Date, and shall provide Issuer at Closing with the number and location(s) of employment of any Business Employees who incurred an “employment loss” (as defined in WARN) within six months prior to the Closing Date.

(k) Retained Employment Liabilities. Notwithstanding anything else in this Agreement to the contrary, the Liabilities listed in Section 5.14(k) of the Transferor Disclosure Schedules (the “Retained Employment Liabilities”) shall be Excluded Liabilities.

Section 5.15 Assignment of Employee Restrictive Covenant Agreements. Prior to the Closing Date and upon Issuer’s request, Transferor shall execute a form of global assignment reasonably satisfactory to Parent with respect to the assignment to Issuer or any of its Subsidiaries designated by Parent of all of the agreements to which a Business Employee is a party and that may be assigned in accordance with its terms or pursuant to applicable Law and that contain restrictive covenants relating to confidentiality, ownership of intellectual property, non-competition or non-solicitation (each, a “Restrictive Covenant Agreement”), which form of global assignment will provide that (a) all references to the assigning party under each Restrictive Covenant Agreement shall be deemed to be references to the assignee and (b) the assigning party waives any and all rights it may have against the Business Employee that are subject to such Restrictive Covenant Agreement.

Section 5.16 Guarantee Obligations and Liens.

(a) Transferor and Issuer shall, upon Transferor’s request, cooperate, and shall cause their respective Subsidiaries to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Issuer or an appropriate Subsidiary of Issuer, to be substituted in all respects for Transferor or its applicable Subsidiary in respect of, all obligations of Transferor or any of its Subsidiaries under the Assumed Liabilities set forth on Section 5.16(a) of the Transferor Disclosure Schedule, or entered into after the date of this Agreement and prior to the Closing in the ordinary course consistent with the types of arrangements set forth on Section 5.16(a) of the Transferor Disclosure Schedule, for which Transferor or such Subsidiary of Transferor may be liable, as guarantor,

original tenant, primary obligor or otherwise (“Transferor Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Transferred Assets to be substituted in all respects for any Excluded Assets in respect of, any liens or Encumbrances identified by Transferor on Excluded Assets which are securing any Assumed Liabilities. If such a termination or substitution is not effected by the Closing Date, without the prior written consent of Transferor, from and after the Closing Date, Issuer shall not, and shall not permit any of its Subsidiaries to, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which Transferor or any of its Subsidiaries is or may be liable or for which any Excluded Asset is or may be encumbered unless all obligations of Transferor and its Subsidiaries and all Encumbrances on any Excluded Asset with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Transferor. Notwithstanding anything to the contrary herein, any action contemplated by this Section 5.16(a) and taken at Transferor’s request, shall be taken at Transferor’s sole cost and expense and Transferor shall reimburse Issuer or GPI, as appropriate, for any reasonable out-of-pocket costs and expenses incurred by it or any of its Subsidiaries following the Closing in connection with the release of Transferor Guarantees contemplated by this Section 5.16(a). GPI further agrees that to the extent Transferor or any of its Affiliates incurs any Losses in connection with such Transferor Guarantees on or after the Closing Date, GPI shall indemnify, defend and hold harmless Transferor against, and reimburse Transferor for, any and all Losses, including costs or expenses in connection with such Transferor Guarantees, including Transferor’s expenses in maintaining such Transferor Guarantees, whether or not any such Transferor Guarantee is drawn upon or required to be performed, and shall in any event promptly reimburse Transferor to the extent any Transferor Guarantee is called upon and Transferor or any of its Affiliates incurs any Losses in connection with the Transferor Guarantees; provided that, the foregoing indemnity shall not apply with respect to any out-of-pocket cost or expense to be borne by Transferor, as described in this Section 5.16(a).

(b) Transferor and Issuer shall, upon Issuer’s or Parent’s request, cooperate, and shall cause their respective Subsidiaries to cooperate and use their respective reasonable best efforts to: (x) terminate, or to cause Transferor or its appropriate Subsidiary to be substituted in all respects for Issuer or its applicable Subsidiary in respect of, all obligations of Issuer or any of its Subsidiaries under any Excluded Liabilities for which Issuer or such Subsidiary of Issuer may be liable, as guarantor, original tenant, primary obligor or otherwise (including Excluded Liabilities under any Financial Instrument) (“Transferred Business Guarantees”), and (y) terminate, or to cause reasonably comparable substitute Excluded Assets to be substituted in all respects for any Transferred Assets in respect of, any liens or Encumbrances on Transferred Assets which are securing any Excluded Liabilities. Notwithstanding anything to the contrary herein, all actions contemplated by this Section 5.16(b) shall be taken at Transferor’s sole cost and expense. Transferor further agrees that to the extent Issuer or any of its Affiliates incurs any Losses in connection with such Transferred Business Guarantees on or after

the Closing, Transferor shall indemnify, defend and hold harmless Issuer or such Affiliate against, and reimburse Issuer or such Affiliate for, any and all Losses, and shall in any event promptly reimburse Issuer or such Affiliate to the extent any Transferred Business Guarantee is called upon and Issuer or any of its Affiliates incurs any Losses in connection with the Transferred Business Guarantees.

(c) Following the date hereof, (i) Transferor will use its reasonable best efforts to identify to Parent any items described in clauses (x) and (y) of each of Section 5.16(a) and Section 5.16(b) for purposes of termination or substitution of such items, and (ii) Transferor shall not, and shall cause each of its Subsidiaries not to, enter into any additional Transferor Guarantees or Transferred Business Guarantees, in each case, without Parent’s prior written consent, after disclosure of the terms and conditions thereof to Parent, and provided that any such Transferor Guarantees or Transferred Business Guarantees shall be subject to the terms of this Section 5.16; provided, however, that the foregoing prohibition shall not apply to any new Lease or any amendment or modification of any existing Lease entered into following the date hereof in accordance with the terms of this Agreement.

Section 5.17 Insurance. In the event that, prior to the Closing Date, any Transferred Asset that is covered under a third-party Policy suffers any damage, destruction or other loss, Transferor shall surrender to Issuer or GPI after the Closing Date any insurance proceeds received by Transferor under any third-party Policy with respect to such damage, destruction or loss, less any proceeds applied by Transferor to the physical restoration of such asset or to otherwise respond to such loss. Until the third anniversary of the Closing Date, Transferor shall make available to GPI the rights and benefits of any third-party Policy (so long as Transferor or its Subsidiaries are not directly or indirectly providing such insurance) covering the Transferred Business, including the Transferred Assets and Assumed Liabilities, with respect to insured events or occurrences prior to the Closing Date (whether or not claims relating to such events or occurrences are made prior to or after the Closing Date); provided, however, that the benefits of such insurance shall be subject to (and recovery thereon shall be reduced by the amount of) any applicable deductibles and co-payment provisions or any payment or reimbursement obligations of Transferor in respect thereof. At the request of GPI, Transferor shall (x) use reasonable best efforts to pursue claims, or (y) enable GPI to pursue claims and assist GPI in pursuing claims, under the applicable third-party Policies with respect to any such injury, damage, destruction or other loss occurring prior to or on the Closing Date.

Section 5.18 Further Assurances. In addition to the actions specifically provided for elsewhere in this Agreement, the parties hereto shall use their respective reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws, regulations and agreements to consummate and make effective the transactions

contemplated by this Agreement (including all actions contemplated to be taken from time to time after the Closing Date, which shall be taken at the expense of the party taking such action and for no further consideration from any other party or its Affiliates (except as otherwise expressly provided in this Agreement)). Without limiting the foregoing, the parties hereto shall cooperate with the other parties, and execute and deliver, or use their respective reasonable best efforts to cause to be executed and delivered, all instruments, and to make all filings with, and to obtain all consents, approvals or authorizations of, any Governmental Authority or any other Person under any permit, license, agreement, indenture or other instrument, and take all such other actions as a party (as the case may be) may reasonably be requested to take by another party from time to time, consistent with the terms of this Agreement and the other Transaction Agreements, in order to effectuate the provisions and purposes of this Agreement, including, in the case of (a), at the expense of Transferor, and in the case of (b), (c) and (d), at the expense of GPI: (a) to evidence the assignment of all right, title, and interest in and to Intellectual Property Assets to Issuer or its Subsidiaries, as appropriate, in a recordable form for filing with any Governmental Authority and otherwise reasonably acceptable to GPI; (b) to assist in the preparation and prosecution of any application for registration, or any application for renewal of a registration, relating to any of the Intellectual Property Assets; (c) to assist in the prosecution or defense of any interference, opposition, infringement, or other proceedings that may arise in connection with any of the Intellectual Property Assets; and (d) to assist Issuer or its Subsidiaries, as appropriate, in obtaining any additional protection relating to Intellectual Property Assets that Issuer or its Subsidiaries may reasonably deem appropriate that may be secured under applicable Laws.

Section 5.19 No Use of Certain Retained Names. Issuer and Parent shall, and shall cause its Affiliates (including, after the Closing, the Purchased Entity) to, promptly, and in any event within sixty days after the Closing Date, (a) make all necessary filings and take all other necessary actions to discontinue any references to the Retained Names, (b) revise print advertising, product labeling and all other information or other materials, including any Internet or other electronic communications vehicles, to delete all references to the Retained Names and (c) change signage and stationery and otherwise discontinue use of the Retained Names, except with respect to any Inventory that is a Transferred Asset; provided that the foregoing period shall be six months (or a longer period, if agreed by the parties) with respect to the manufacture and sale of cup lids bearing the Retained Names, recognizing that it may take a longer period of time to remake molds for the manufacture of cup lids so as to remove the Retained Names. In no event shall Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) use any Retained Names more than sixty days after the Closing in any manner or after the Closing for any purpose different from the use of such Retained Names by Transferor and its Subsidiaries during the ninety-day period preceding the Closing Date. With respect to any Inventory that is a Transferred Asset, Parent, Issuer or GPI or their Subsidiaries may continue to sell such inventory, notwithstanding that it or

its labeling or packaging bears one or more of the Retained Names, for a period of time after the Closing not to exceed six months. None of the foregoing provisions of this Section 5.19 shall be construed to obligate Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) to require any wholesaler, distributor, retailer or other merchant or customer of the Transferred Business to conduct itself in accordance therewith. After the Closing Date, Parent, Issuer, GPI and their Subsidiaries (including, after the Closing, the Purchased Entity) shall file applications to amend or terminate any certificate of assumed name or d/b/a filings, within thirty days after Parent, Issuer or GPI or any of their Subsidiaries (including, after the Closing, the Purchased Entity) shall have become aware of such assumed name or d/b/a filing so as to eliminate the right of Parent, Issuer or GPI and their Subsidiaries (including, after the Closing, the Purchased Entity) to use the Retained Names in such assumed name or d/b/a filing.

Section 5.20 Tax Matters.

(a) All transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property transfer tax and any similar Tax, for the avoidance of doubt, excluding any income taxes described in Section 5.20(e)) (“Transfer Taxes”) shall be borne 50% by Transferor and 50% by GPI; provided, however, that (i) GPI’s aggregate liability for Transfer Taxes with respect to the transfer of Transferred Assets and the assumption of the Assumed Liabilities contemplated by ARTICLE II shall be limited to $1,000,000 and (ii) Transferor’s liability for Transfer Taxes with respect to Parent and its Subsidiaries (other than Transfer Taxes described in clause (i) above) shall be limited to $1,000,000. Each party will file all necessary Tax Returns and other documentation with respect to all Transfer Taxes and fees, and, if required by applicable law, the other party will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation. The parties hereto will cooperate in good faith to minimize, to the extent permissible under applicable Law, the amount of any Transfer Taxes, including if the transactions shall be exempt from Transfer Taxes upon the filing or receipt by one party of an appropriate certificate or other evidence of exemption (including a sales and use tax resale/exemption certificate), by timely furnishing to the other party such certificate or evidence. For the avoidance of doubt, at the Closing Date, Issuer shall provide Transferor with valid sales and use tax exemption certificates applicable for all states in which Inventory for resale is located to the extent Issuer is permitted by local law to register for and obtain applicable sales tax registration number(s) prior to the Closing Date.

(b) Subject to the final sentence of this Section 5.20(b), Issuer shall prepare (or cause to be prepared) all Tax Returns with respect to the Transferred Business and Transferred Assets (including any Tax Return with respect to the Contributed Entity or the Purchased Entity) required to be filed after the Closing Date for any Pre-Closing Tax

Period on a basis consistent with past practice, except to the extent otherwise required by Law. Reasonably in advance of filing any such Tax Return (which in the case of a Tax Return that relates to income taxes, shall not be later than 30 days prior to such filing), Issuer shall deliver (or cause to be delivered) a copy of such Tax Return, together with all supporting documents and work-papers, to Transferor for its review and reasonable comment. Issuer will cause such Tax Return (as revised to incorporate Transferor’s reasonable comments) to be timely filed and will provide a copy to Issuer. Transferor and its Affiliates shall have the sole control of all income Tax Returns of Transferor and all consolidated, combined, unitary, affiliated or similar Tax Returns that include Transferor, and this Agreement shall not provide Issuer with any rights with respect to such Tax Returns.

(c) With respect to any Straddle Period, Tax items shall be apportioned between the portion of the Straddle Period ending on the Closing Date and the portion beginning the day after the Closing Date in the following manner: (i) in the case of a real property, property, intangibles or other similar ad valorem Tax, the amount of such Tax allocable to each portion of such Straddle Period shall be the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the total number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of all other Taxes, such Taxes shall be allocated to each portion of such Straddle Period based on an interim closing of the books at the close of business on the Closing Date. For the avoidance of doubt, liabilities for Tax apportioned to the Pre-Closing Tax Period shall be Excluded Liabilities.

(d) Parent, Issuer and Transferor shall (and shall cause their respective Affiliates to) (i) provide the other party and its Affiliates with such assistance as may be reasonably requested in connection with the preparation of any Tax Return or any audit or other examination by any taxing authority or any judicial or administrative proceeding relating to Taxes and (ii) retain (and provide the other party and its Affiliates with reasonable access to) all records or information pertaining to the Transferred Business, the Transferred Assets and the Purchased Entity which may be relevant to such Tax Return, audit, examination or proceeding, provided that the foregoing shall be done in a manner so as not to interfere unreasonably with the conduct of the business of the parties. To the extent practicable, Transferor shall be permitted to control any audit or examination of any Tax Return to the extent it relates to Taxes with respect to the Transferred Business, the Transferred Assets or the Purchased Entity for a Pre-Closing Tax Period and, if not practicable, Issuer will allow Transferor to participate in such audit or examination to the extent practicable and shall consult with Transferor regarding such audit or examination and adopt Transferor’s reasonable comments and directions.

(e) Each of Transferor, on the one hand, and Parent and its Affiliates other than Issuer and its Subsidiaries, on the other, will bear any federal or state and local

income tax liability imposed on it as a direct or indirect result of its recognition of gain or income resulting from engaging in the transactions contemplated by this Agreement (including the transfers provided for in Section 2.2 and the Parent Reorganization).

(f) For U.S. federal income tax and applicable state and local income tax purposes, Parent, Issuer, GPI and Transferor agree that they will treat the transactions undertaken pursuant to this Agreement (other than the purchase and sale of the Purchased Entity Shares) as (i) a contribution of the Transferred Assets and the Assets comprising the Graphic Business to Issuer in a transaction to which Section 721(a) of the Code applies and a transaction described in Situation 2 of Revenue Ruling 99-5, 1991-1 C.B. 434, and (ii) to the extent applicable, an assumption by Issuer of the Assumed Liabilities and the Liabilities of the Graphic Business to which Treasury Regulations Sections 1.707-5(a)(1) (first sentence) and 1.707-5(a)(4) apply. To the extent permissible under applicable law , Parent, Issuer, GPI and Transferor also agree that, for U.S. federal income tax and applicable state and local income tax purposes, they will (x) treat all Assumed Liabilities (other than the Assumed Financing) and the Liabilities of the Graphic Business as “qualified liabilities” as such term is defined in Treasury Regulations Section 1.707-5(a)(6) and (y) to the extent Transferor is otherwise treated as having sold Transferred Assets to Issuer pursuant to Treasury Regulation Sections 1.707-3 and 1.707-5, treat the consideration deemed to be transferred to Transferor as a reimbursement of preformation expenditures pursuant to Treasury Regulations Section 1.707-4(d).

Section 5.21 Cooperation with Financing Transactions.

(a) Each of Parent, Issuer and GPI agrees to use, prior to the Springing Date, unless otherwise specified below, its reasonable best efforts to provide, and will cause its Subsidiaries and its and their officers, directors and employees to use their respective reasonable best efforts to provide, and will use its reasonable best efforts to direct its and their Representatives to provide to Transferor, in each case, at their sole expense, all customary cooperation reasonably requested by Transferor in connection with the Assumed Financing, the assumption of the Assumed Financing by GPI on the Closing Date and the release of the guarantee by Transferor of the Assumed Financing on the Springing Date, including: (i) delivering to Transferor financial and other pertinent information regarding each of Parent, Issuer and GPI and each of its Subsidiaries as may be reasonably requested by Transferor and that is customarily required for financings of the type contemplated by the Assumed Financing Commitment Letter, including, prior to the Funding Date, the pro forma financial statements referred to in paragraph 3 of Annex IV(a) to the Assumed Financing Commitment Letter and providing a reasonable opportunity to discuss such information with each of the Parent, Issuer and GPI; (ii) informing Transferor if any of Parent, Issuer and GPI or any of their Subsidiaries shall have knowledge of any facts that would likely require the restatement of any financial statements of Parent in order for such financial statements to comply with

GAAP; (iii) using reasonable best efforts, to the extent customarily required for financings of the type contemplated by the Assumed Financing Commitment Letter, to make appropriate officers available to participate in a reasonable number of due diligence sessions and marketing efforts; (iv) cooperating with any customary due diligence requests by Transferor, the Persons providing the Assumed Financing (the “Assumed Financing Parties”) and their respective legal counsel; (v) using reasonable best efforts to provide reasonable and customary representations and authorization letters to Transferor or the Assumed Financing Parties in connection with the preparation of customary bank confidential information memoranda and road show materials, rating agency materials and other similar documents necessary in connection with the Assumed Financing; (vi) if reasonably requested in writing at least ten (10) days prior to the Closing Date by the Assumed Financing Parties, furnish to such Assumed Financing Parties at least three (3) Business Days prior to the Closing Date all information regarding Parent, Issuer and GPI and their Subsidiaries that is required in connection with the Assumed Financing by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering Laws, including the Patriot Act; (vii) causing each of Parent, Issuer and GPI’s legal counsel to provide any legal opinions that may be required in connection with the assumption of the Assumed Financing by GPI on the Closing Date and the release of the guarantee of the Assumed Financing by Transferor on the Springing Date, including customary opinions as to the absence of conflict with existing indebtedness and other material agreements of Parent, Issuer and GPI; (viii) executing an assumption agreement and customary certificates and closing documentation, security documents and an intercreditor agreement (which security documents and intercreditor agreement shall be effective on the Springing Date (as defined in the Assumed Financing Commitment Letter) as may be required by the Assumed Financing Commitment Letter in connection with the assumption of the Assumed Financing (and obligations under related fee letters) by GPI on the Closing Date, including a solvency certificate in the form attached to the Assumed Financing Commitment Letter; (ix) executing additional security documents (and taking actions necessary or advisable to perfect the liens created by the security documents) and customary certificates (including representation bring down certificate) as may be required by the Assumed Financing Commitment Letter in connection with the release of the guarantee of the Assumed Financing by Transferor on the Springing Date, including a solvency certificate in the form attached to the Assumed Financing Commitment letter; and (x) complying, and causing its Subsidiaries to comply, with the clear market provisions of the Assumed Financing Commitment Letter and the Amendment Commitment Letter applicable to Parent and its Subsidiaries. Notwithstanding the foregoing: (A) such requested cooperation will not require taking any action that would: (1) unreasonably disrupt the operations of the Parent, Issuer or their Subsidiaries; or (2) cause significant competitive harm to the Transferor or its Subsidiaries if the Transactions are not consummated; (B) nothing in this Section 5.21 will require cooperation to the extent that it would: (y) cause any condition to the Closing set forth in Section 7.1 or 7.3 to not be satisfied; or (z) cause any breach of this Agreement; (C) neither Parent, Issuer nor any of their Subsidiaries will be required to:

(I) pay any commitment or other similar fee; (II) incur or assume any liability in connection with the Assumed Financing prior to the Closing; (III) provide access to or disclose information that would contravene any applicable Law or Contract; or (IV) waive or amend any terms of this Agreement or any other Contract to which Parent, Issuer or any of their Subsidiaries is party; and (D) none of the directors of Parent, Issuer or GPI, acting in such capacity, will be required to execute, deliver or enter into or perform any Contract with respect to the Assumed Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Assumed Financing is obtained which would be effective prior to Closing.

(b) Transferor agrees to use, prior to the Closing, its reasonable best efforts to provide, and will cause its Subsidiaries and its and their officers, directors and employees to use their respective reasonable best efforts to provide, and will use its reasonable best efforts to direct its and their Representatives to provide, in each case, at their sole expense, such cooperation as may be reasonably requested by Parent or Issuer in connection with the arrangement of the Amendment (or any Replacement Facility (as defined in the Amendment Commitment Letter)) including such cooperation of the type set forth in Section 5.21(a) above for the Assumed Financing (to the extent applicable and required in connection with the arrangement of the Amendment). Notwithstanding the foregoing: (A) such requested cooperation will not require taking any action that would: (1) unreasonably disrupt the operations of Transferor or its Subsidiaries; or (2) cause significant competitive harm to Transferor or its Subsidiaries if the Transactions are not consummated; (B) nothing in this Section 5.21 Section 5.20(f)will require cooperation to the extent that it would: (y) cause any condition to the Closing set forth in Section 7.1 or 7.2 to not be satisfied; or (z) cause any breach of this Agreement; (C) neither Transferor or its Subsidiaries will be required to: (I) pay any commitment or other similar fee; (II) incur or assume any liability in connection with the Amendment; (III) provide access to or disclose information that would contravene any applicable Law or Contract; or (IV) waive or amend any terms of this Agreement or any other Contract to which Transferor or any of its Subsidiaries is party; and (D) none of the directors of Transferor, acting in such capacity, will be required to execute, deliver or enter into or perform any Contract with respect to the Amendment or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Amendment is obtained.

Section 5.22 GPI Credit Agreement.

(a) Each of Parent, Issuer and GPI will: (i) use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange, obtain and consummate the Amendment on the terms and conditions described in the Amendment Commitment Letter as promptly as practicable, including using reasonable best efforts to: (A) maintain in full force and effect the Amendment Commitment Letter and the Financing Documents until

consummation of the Transactions; (B) negotiate and execute definitive agreements with respect to the Amendment on the terms and conditions described in the Amendment Commitment Letter (such definitive agreements, the “Definitive Amended Financing Agreements”); and (C) on a timely basis, satisfy, or obtain the waiver of, all conditions and covenants applicable to Parent, Issuer and GPI in the Amendment Commitment Letter, the Existing Credit Agreement, the Definitive Amended Financing Agreements or other alternative financing documents that are to be satisfied by Parent, Issuer or GPI, and to consummate the Amendment at or prior to the Closing; and (ii) comply with their obligations under the Amendment Commitment Letter, the Definitive Amended Financing Agreements and the Existing Credit Agreement. Notwithstanding anything in this Section 5.22 or elsewhere in this Agreement to the contrary, in no event shall the “reasonable best efforts” of Parent, Issuer or GPI be deemed or be construed to require Parent or Issuer to, and none of Parent, Issuer and GPI shall be required to: (i) seek equity financing from any source; (ii) pay any interest, fees or other compensation in the aggregate in excess of those contemplated by the Amendment Commitment Letter (including any contingent fees described therein and any “market flex” provisions contained therein) or (iii) agree to conditionality or economic terms that are less favorable than those contemplated by the Amendment Commitment Letters (including any “market flex” provisions contained therein).

(b) Notwithstanding Section 5.22(a), Parent, Issuer and GPI may enter into any amendment, extension, restatement, replacement, supplement, termination or other modification or waiver of any provision or remedy under, the Existing Credit Agreement (including with new or different lenders or arrangers and which may, in the case of an amendment extension, restatement, supplement to the Existing Credit Agreement, incorporate the terms of the Amendment to the extent necessary to consummate the Transactions)) so long as such amendment, extension, restatement, supplement, termination, modification or waiver would not: (A) change, expand or impose additional conditions precedent to the effectiveness of the Amendment from those set forth in the Amendment Commitment Letter on the date of this Agreement; (B) extend the date of the effectiveness of the Amendment thereunder; (C) be reasonably expected to impair, delay or prevent the effectiveness of the Amendment or the consummation of the Transactions; (D) otherwise adversely affect the ability of the Parent or Issuer to enforce their rights under the Amendment Commitment Letter or the Existing Credit Agreement or to consummate the Transactions or the timing of the Closing, including by making the effectiveness of the Amendment less likely to occur; (E) result in any early termination of the Amendment Commitment Letter or Existing Credit Agreement; or (F) change, impair or prevent the ability to implement the Required Amendments. For purposes of this Agreement (other than with respect to representations in this Agreement made by Parent or Issuer that speak as of the date hereof), references to the “Amendment Commitment Letter” and the “Existing Credit Agreement” will include such document as permitted or required by this Section 5.22 to be amended, restated, replaced, supplemented or otherwise modified or waived, in each case, from and after such amendment, restatement, replacement, supplement or other modification or waiver.

(c) Parent will keep the Transferor informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Amendment.

(d) If the Amendment becomes unavailable on the terms and conditions contemplated in the Financing Documents, each of Parent, Issuer and GPI will use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to refinance or replace the Existing Credit Facility in a manner that does not adversely affect the ability of Parent, Issuer and GPI to consummate the Transactions and which implements the Required Amendments.

(e) Parent will promptly (and, in any event, within one (1) Business Day) notify the Transferor in writing of the occurrence of any of the following: (i) termination or expiration of the Amendment Commitment Letter, any Definitive Amended Financing Agreement or the Existing Credit Agreement; (ii) any 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 breach or default) under the Amendment Commitment Letter, any Definitive Amended Financing Agreement or the Existing Credit Agreement by Parent, Issuer or GPI or, to the Knowledge of Parent, any other party to the Amendment Commitment Letter, such Definitive Amended Financing Agreement or the Existing Credit Agreement that would adversely affect the ability of Parent, Issuer and GPI to consummate the Transactions; (iii) receipt by any of Parent, Issuer or any of their respective Affiliates or Representatives of any notice or other communication with respect to any: (A) actual, threatened or alleged breach, default, termination or repudiation by any party to the Amendment Commitment Letter, any Definitive Amended Financing Agreement or the Existing Credit Agreement of any provision of any such document (including any proposal to withdraw, terminate or make a material change in the terms of the Amendment Commitment Letter); or (B) material dispute or disagreement between or among any parties to the Amendment Commitment Letter, any Definitive Amended Financing Agreement or the Existing Credit Agreement; or (iv) the good faith belief by Parent, Issuer or GPI that there is (or there is reasonably likely to be) a material dispute or disagreement between or among any parties to the Amendment Commitment Letter, any Definitive Amended Financing Agreement or the Existing Credit Agreement.

Section 5.23 Assumed Financing. If Transferor consummates the Assumed Financing, Transferor will do so on the terms and conditions described in the Assumed Financing Commitment Letter as in effect on the date hereof (including the exercise of so-called “flex” provisions in the related fee letter, if any). Transferor will keep Parent informed on a reasonably current basis in reasonable detail of any material developments concerning the status of the Assumed Financing. Each party affirms that it is not a

condition to the Closing or to any obligations under this Agreement that Transferor obtains the Assumed Financing. The parties agree that if the Assumed Financing is not consummated prior to the Closing and all conditions to Closing herein have been satisfied, the Closing shall occur as set forth herein. Further, the failure of Transferor to consummate the Assumed Financing shall in no way affect the consideration payable under Section 2.3 of this Agreement and shall not require Parent, Issuer or GPI to provide any substitute consideration for the Assumed Financing.

Section 5.24 Contributed Entity. Prior to the Closing, Transferor shall cause the Augusta Taxable Bonds to be transferred, as an asset, to a newly formed Delaware limited liability company (the “Contributed Entity”).

Section 5.25 Transition Services Agreement. Prior to the Closing, GPI by delivering notice to Transferor may elect as Services under the Transition Services Agreement any Potential TSA Services, and upon such election such Potential TSA Services shall be deemed included on Schedule I to the Transition Services Agreement except to the extent such notice is revoked by GPI prior to Closing. The applicable Service Fees for such elected Services shall be negotiated in good faith between the parties and shall be consistent with the fees and costs associated with the provision of such Services by Transferor to the Transferor Business during the 12-month period prior to the date hereof. If the parties are unable to agree on the applicable Service Fees for such elected Services prior to the Closing, the obligations with respect to such Services shall nevertheless be binding on the parties and, unless otherwise agreed between the parties, the parties shall submit the pricing for such Services to arbitration under the Transition Services Agreement. “Potential TSA Services” means services provided by Transferor to the Transferred Business and allocated, directly or indirectly, as overhead to the Transferred Business, including the services set forth on Section 3.17 of the Disclosure Schedules but excluding the services set forth on Section 5.25 of the Transferor Disclosure Schedules.

Section 5.26 Licensed Patents. Prior to the Closing, Transferor shall use commercially reasonable efforts to provide GPI with a list of all Licensed Patents (as defined in the Retained Intellectual Property License Agreement).

Section 5.27 Transferred Intellectual Property License Agreement. Transferor and GPI shall negotiate the Transferred Intellectual Property License Agreement in good faith. Such agreement shall be in both form and substance consistent with the Retained Intellectual Property License Agreement in the form attached as Exhibit H hereto, with such modifications as may be required to account for the license thereby of one or more Transferred Trademarks in the Transferor Business.

ARTICLE VI

ACCESS TO INFORMATION

Section 6.1 Provision of Information. Notwithstanding anything herein to the contrary, the parties hereto agree that the obligation of Transferor to deliver Information that is part of the Transferred Assets to Issuer and its Subsidiaries from and after the Closing will be governed by this ARTICLE VI. Subject to the terms of this ARTICLE VI:

(a) Prior to or as promptly as practicable following the Closing Date, Transferor shall deliver to Issuer and its Subsidiaries at the address specified for notices to Parent in Section 10.1 below (or to such other address in the continental United States as may be designated by Parent to Transferor no less than ten days prior to the Closing Date), (i) complete copies of the Information constituting Transferred Assets that are continuing property records and (ii) accurate copies of the Information constituting Transferred Assets that is contained in the Dataroom and which Parent has had access prior to the date hereof, together with such other information to be made available between the date hereof and the Closing Date in the Dataroom, and such additional Information constituting Transferred Assets that is in the same general categories as the existing Information in such Dataroom and is added to the Dataroom by Transferor (using reasonable best efforts to do so) immediately prior to the Closing Date.

(b) Following the Closing Date until the sixth anniversary thereof and except in connection with any dispute among Transferor and any of its Subsidiaries, on the one hand, and Issuer and any of its Subsidiaries, on the other hand (which shall be governed by such discovery rules as may be applicable thereto), Transferor shall deliver or make available to Issuer and its Subsidiaries from time to time, upon the request of Issuer or its Subsidiaries, Information in Transferor’s possession and not provided pursuant to Section 6.1(a) relating directly or primarily to the Transferred Assets, the Transferred Business, or the Assumed Liabilities including, in each case, all: (i) Contracts, (ii) litigation files and (iii) all other Information that constitutes Transferred Assets or relates directly to any Assumed Liability, in each case to the extent they are material to the conduct of the Transferred Business following the Closing Date. Transferor also will cooperate with Issuer to accommodate Issuer’s reasonable requests from time to time following the Closing Date for other Information relating directly or primarily to the Transferred Assets, the Transferred Business or the Assumed Liabilities that has not been provided to Issuer previously. Subject to Section 6.4, Transferor may retain complete and accurate copies of such Information. Transferor shall maintain all such Information consistently with Transferor’s ordinary course document retention policies except to the extent that any such Information has already been provided to Issuer or has been offered to and declined by Issuer or GPI and in accordance with Section 6.3 following the Closing Date. The out of pocket costs and expenses incurred in the identification, isolation and provision of Information to Issuer (and in the case of any Information provided pursuant

to the second sentence of this paragraph, a reasonable internal cost allocation) shall be paid for (i) by GPI if incurred after the Closing and (ii) by Transferor if incurred prior to the Closing. Information shall be provided as promptly as practicable upon request, with due regard for other commitments of Transferor personnel and the materiality of the information to Issuer (including the need to comply with any legal or regulatory requirement of any Governmental Authority).

Section 6.2 Privileged Information.

(a) Each party hereto acknowledges that: (i) each of Transferor and Issuer (and their respective Subsidiaries) has or may obtain Privileged Information; (ii) there are or may be a number of Litigation Matters affecting each or both of Transferor and Issuer (and their respective Subsidiaries); (iii) both Transferor and Issuer have a common legal interest in Litigation Matters, in the Privileged Information and in the preservation of the confidential status of the Privileged Information, in each case relating to the pre-Closing Transferred Business or Transferor Business or, in the case of the Transferred Business, relating to or arising in connection with the relationship among Transferor and its Subsidiaries on or prior to the Closing Date; and (iv) both Transferor and Issuer intend that the Transactions and any transfer of Privileged Information in connection therewith shall not operate as a waiver of any potentially applicable privilege.

(b) Each of Transferor and Issuer agrees, on behalf of itself and each of its Subsidiaries, not to disclose or otherwise waive any privilege attaching to any Privileged Information relating to the pre-Closing Transferred Business or Transferor Business, as applicable, or, in the case of the Transferred Business, relating to or arising in connection with the relationship among Transferor and its Subsidiaries on or prior to the Closing Date, without providing prompt written notice to and obtaining the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed and shall not be withheld, conditioned or delayed if the other party certifies that such disclosure is to be made in response to a likely threat of sanctions, suspension or debarment or similar action; provided that Transferor and Issuer shall not be required to give any such notice or obtain any such consent and may make such disclosure or waiver with respect to Privileged Information if such Privileged Information relates solely to the pre-Closing Transferor Business or Transferred Business, respectively. In the event of a disagreement between Transferor and Issuer concerning the reasonableness of withholding such consent, no disclosure shall be made prior to a resolution of such disagreement by a court of competent jurisdiction, provided that the limitations in this sentence shall not apply in the case of disclosure required by Law and so certified as provided in the first sentence of this paragraph.

(c) Upon Transferor, Issuer or any of their respective Subsidiaries receiving any subpoena or other compulsory disclosure notice from a court or other Governmental Authority which requests disclosure of Privileged Information, in each case relating to pre-Closing Transferor Business or Transferred Business, as applicable, or, in the case of

the Transferred Business, relating to or arising in connection with the relationship among Transferor and its Subsidiaries on or prior to the Closing Date, the recipient of the notice shall (to the extent consent is required in connection with the disclosure of such Privileged Information under Section 6.2(b)) as promptly as practicable provide to the other party (following the notice provisions set forth herein) a copy of such notice, the intended response, and all materials or information relating to the other party that might be disclosed and the proposed date of disclosure. In the event of a disagreement as to the intended response or disclosure, unless and until the disagreement is resolved as provided in Section 6.2(b), the parties hereto shall cooperate to assert all defenses to disclosure claimed by either such party, and shall not disclose any disputed documents or information until all legal defenses and claims of privilege have been finally determined, except as otherwise required by a court order requiring such disclosure.

Section 6.3 Retention of Information. Except as otherwise agreed in writing, or as otherwise provided in the other Transaction Agreements, each of Transferor and Issuer shall, and shall cause each of its respective Subsidiaries to, retain all Information (including any Confidential Information) in such party’s possession or under its control, relating directly or primarily to the pre-Closing business, Assets or Liabilities of the other party (such information “Retained Information”) for so long as such Information is retained pursuant to such party’s ordinary course document retention policies as of such time or such later date as may be required by Law, except that if, prior to the expiration of such period, either party wishes to destroy or dispose of any such Retained Information that is at least five years old, prior to destroying or disposing of any of such Retained Information, (a) the party that is proposing to dispose of or destroy any such Retained Information shall provide no less than 30 days’ prior written notice to the other party, specifying the Retained Information proposed to be destroyed or disposed of, and (b) if, prior to the scheduled date for such destruction or disposal, the other party requests in writing that any of the Retained Information proposed to be destroyed or disposed of be delivered to such other party, the party that is proposing to dispose of or destroy such Retained Information promptly shall arrange for the delivery of the requested Retained Information to a location specified by, and at the expense of, the requesting party.

Section 6.4 Confidentiality.

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

(b) Subject to Section 6.2, which shall govern Privileged Information, the parties hereto shall hold, and shall cause each of their respective Affiliates that receive Confidential Information or are controlled by the applicable party to hold, and each of the foregoing shall cause their respective Representatives to hold, in strict confidence, and not to disclose to any other Person (including by issuing a press release or otherwise making any public statement), use, for any purpose other than as expressly permitted

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

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

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

(e) Transferor and Parent acknowledge that they have previously executed the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms and that the provisions of this Section 6.4 are in furtherance of, and do not limit the obligations of, Transferor and Parent under the Confidentiality Agreement. If the Closing occurs, this Section 6.4 shall terminate on the two year anniversary of the Closing Date other than with respect to Confidential Information that is a trade secret under applicable Law, in which case the obligations in this Section 6.4 shall continue with respect to such information for so long as it remains a trade secret under applicable Law.

Section 6.5 Cooperation with Respect to Government Reports and Filings. Transferor, on behalf of itself and its Subsidiaries, agrees to provide Issuer and its Subsidiaries, and Issuer, on behalf of itself and its Subsidiaries, agrees to provide Transferor and its Subsidiaries, with such cooperation and Information (in each case, with respect to the Transferred Business only) as may be reasonably requested by the other in connection with the preparation or filing of any government report or other government filing contemplated by this Agreement or in conducting or responding to any other government proceeding relating to the pre-Closing Transferor Business or the Transferred Business or relating to or in connection with the relationship between Transferor and the Transferred Business on or prior to the Closing Date. Such cooperation and Information shall include promptly forwarding copies of appropriate notices, forms and other communications received from or sent to any Governmental Authority that relate to Transferor and its Subsidiaries, in the case of Issuer and its Subsidiaries, or Issuer and its Subsidiaries, in the case of Transferor and its Subsidiaries. All cooperation provided under this Section 6.5 shall be provided at the expense of the party requesting such cooperation. Each party shall make its employees and facilities available during normal business hours and on reasonable prior notice to provide explanation of any documents or Information provided hereunder.

ARTICLE VII

CONDITIONS TO CLOSING

Section 7.1 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Transactions are subject to the satisfaction as of the Closing of the following conditions, any or all of which may be waived, in whole or in part, by each party to the extent permitted by applicable Law:

(a) All consents, approvals and authorizations of any Governmental Authority required for the consummation of the Transactions (including under Competition Laws other than under the HSR Act) shall have been obtained and shall be in full force and effect at the Closing;

(b) Any applicable waiting period under the HSR Act or any other applicable Competition Law relating to the Transactions shall have expired or been terminated; and

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

Section 7.2 Additional Conditions to the Obligations of Transferor. The obligations of Transferor to consummate the Transactions are subject to the satisfaction as of the Closing of the following conditions, any or all of which may be waived, in whole or in part, by Transferor to the extent permitted by applicable Law:

(a) (i) The representations and warranties of Parent, Issuer and GPI contained in this Agreement (other than the Parent Fundamental Representations) (disregarding all materiality and Parent Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects, in each case as the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date), except where the failure to be true and correct has not been or would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect; (ii) the Parent Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date); and (iii) Parent, Issuer and GPI shall have performed in all material respects each of their respective covenants and agreements contained in this Agreement required to be performed at or prior to the Closing;

(b) Parent shall have delivered to Transferor a certificate, dated as of the Closing Date, of an executive officer of Parent (on Parent’s behalf and without any personal liability) certifying the satisfaction by Parent, Issuer and GPI of the conditions set forth in Section 7.2(a);

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(d) Parent and its Subsidiaries, as applicable, shall have entered into and delivered to Transferor the Transaction Agreements to which it or any of their respective Subsidiaries is a party and such agreements shall be in full force and effect and no default thereunder;

(e) Parent and its Subsidiaries shall have consummated the Parent Reorganization contemplated by Section 2.8 in accordance with its terms;

(f) Parent shall have furnished to Transferor a certification in form and substance reasonably acceptable to Transferor and in accordance with Treasury Regulations Section 1.1445-2(b) certifying that Parent is not a “foreign person”;

(g) the Amendment (including the Required Amendments) shall have become effective; and

(h) if the Assumed Financing shall have been consummated by Transferor prior to the Closing Date, GPI shall have assumed the Assumed Financing in accordance with the terms thereof.

Section 7.3 Additional Conditions to the Obligations of Parent, Issuer and GPI. The obligations of Parent, Issuer and GPI to consummate the Transactions are subject to the satisfaction as of the Closing of the following conditions, any or all of which may be waived, in whole or in part, by Parent to the extent permitted by applicable Law:

(a) (i) The representations and warranties of Transferor contained in this Agreement (other than the Transferor Fundamental Representations) (disregarding all materiality and Material Adverse Effect qualifications or exceptions) shall be true and correct in all respects, in each case as the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date), except where the failure to be true and correct has not had or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (ii) the Transferor Fundamental Representations shall be true and correct in all respects as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties address matters as of a particular date, which shall be true and correct as of the specified date); and (iii) Transferor shall have performed in all material respects each of its covenants and agreements contained in this Agreement required to be performed at or prior to the Closing;

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(b) Transferor shall have delivered to Parent a certificate, dated as of the Closing Date, of an executive officer of Transferor (on Transferor’s behalf and without any personal liability) certifying the satisfaction by Transferor of the conditions applicable to it set forth in Section 7.3(a);

(d) Transferor or its applicable Subsidiaries shall have entered into and delivered the applicable Transaction Agreements and such agreements shall be in full force and effect and no default thereunder; and

(e) Transferor shall have furnished to Issuer a certification in form and substance reasonably acceptable to Transferor and in accordance with Treasury Regulations Section 1.1445-2(b) certifying that Parent is not a “foreign person”.

Section 7.4 Frustration of Closing Conditions. None of the parties may rely, either as a basis for not consummating the Transactions or terminating this Agreement and abandoning the Transactions, on the failure of any condition set forth in Section 7.1, Section 7.2 or Section 7.3, as the case may be, to be satisfied if such failure was caused by such party’s material breach of any provision of this Agreement.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Survival; Exclusive Remedy. The representations and warranties of Transferor contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith (other than the Transaction Agreements) shall survive the Closing until the later of (x) the first anniversary of the Closing Date and (y) sixty days following receipt by Issuer of its consolidated audit with respect to the business of Issuer and its Subsidiaries for the year ending December 31, 2018, except that (i) the Transferor Fundamental Representations shall survive indefinitely or until the latest date permitted by Law and (ii) the representations and warranties contained in Section 3.11 shall survive until the third anniversary of the Closing Date. The covenants, obligations and agreements contained herein to be performed (a) prior to the Closing shall survive for, and a claim may be brought with respect to any breach thereof any time prior to the later of (x) the first anniversary of the Closing Date and (y) sixty days following receipt by Issuer of its consolidated audit with respect to the business of Issuer and its Subsidiaries for the year ending December 31, 2018 and (b) following the Closing shall survive, and a claim may be brought with respect to any breach thereof, after the Closing in accordance with their respective terms, if specified, and otherwise,

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indefinitely. The indemnity contained in Section 8.2(b)(iv) shall survive until the fifth anniversary of the Closing Date. The parties hereby agree that the sole and exclusive remedy for any claim (whether such claim is framed in tort, contract or otherwise) arising out of a breach of this Agreement (other than with respect to any claim arising as a result of common law fraud) shall be asserted pursuant to this ARTICLE VIII, Section 10.13 or, with respect to Losses incurred in connection with any Transferred Business Guarantees or Transferor Guarantees (as the case may be) on or after the Closing Date, Section 5.16; provided that, the parties shall not be entitled to indemnity under this ARTICLE VIII with respect to any Current Assets and Current Liabilities solely to the extent of the amount of such items as were expressly and specifically included in Closing Date Working Capital. After the end of the applicable period set forth in this Section 8.1, no claim for breach of such representations, warranties, covenants, obligations or agreements may be brought, and no action with respect thereto may be commenced, and no party shall have any liability or obligation with respect thereto, unless the Indemnitee gave written notice to the Indemnifying Party, specifying in reasonable detail to the extent known the breach of the representation, warranty, covenant, obligation or agreement claimed, on or before the expiration of such period, as applicable, in which case the right of the party providing such written notice to assert its right to indemnification as to the matters so noticed shall not expire until the dispute is fully resolved and/or any applicable obligation to remedy such breach has been fully satisfied.

Section 8.2 Indemnification.

(a) From and after the Closing, GPI shall indemnify, defend and hold harmless the Transferor Indemnitees from and against all Indemnifiable Losses relating to or arising from (i) the Assumed Liabilities (including, subject to Section 2.5(e), any Delayed Transfer Liabilities that would otherwise be Assumed Liabilities if transferred on the Closing Date) and (ii) any breach by Parent, Issuer or GPI or any or their Subsidiaries of any obligations, covenants or agreements to be performed by Parent or its Subsidiaries pursuant to this Agreement prior to and/or subsequent to Closing in accordance with the applicable survival period(s) set forth therein.

(b) From and after the Closing, Transferor shall indemnify, defend and hold harmless the Issuer Indemnitees from and against all Indemnifiable Losses relating to or arising from (i) the Excluded Liabilities, (ii) any breach or inaccuracy of any representation or warranty made by Transferor contained in this Agreement, (iii) any breach by Transferor or any of its Subsidiaries of any obligations, covenants or agreements to be performed by such Persons pursuant to this Agreement prior to and/or subsequent to the Closing in accordance with the applicable survival period(s) set forth therein or (iv) the Pre-Closing Environmental Liabilities.

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(i) The Issuer Indemnities shall not be entitled to recover under Section 8.2(b)(ii) (except with respect to breaches or inaccuracies of the Transferor Fundamental Representations) and Section 8.2(b)(iv) on any individual claim unless the Indemnifiable Losses associated with such claim or series of related claims exceed $25,000, and such items shall not be aggregated for purposes of clause (ii) of this Section 8.2(c).

(ii) The Issuer Indemnitees shall not be entitled to recover under Section 8.2(b)(ii) (except with respect to breaches or inaccuracies of the Transferor Fundamental Representations, breaches or inaccuracies of the representations and warranties set forth in Section 3.4 (Affiliate Transactions) and Section 3.7(a) (Sufficiency of Assets)) and Section 8.2(b)(iv) (except concerning violations of Environmental Law existing on or before the Closing Date) unless the aggregate amount of all Indemnifiable Losses exceeds on a cumulative basis $5,000,000, and then only to the extent of such excess.

(iii) The Issuer Indemnitees shall not be entitled to recover under Section 8.2(b)(ii) (except with respect to breaches or inaccuracies of the Transferor Fundamental Representations or Section 3.07(b), Section 3.15(b) Section 3.22(a)(first sentence) and Section 3.22(b)(final sentence)) and Section 8.2(b)(iv) for an aggregate amount of Indemnifiable Losses in excess of $250,000,000.

(d) For purposes of this ARTICLE VIII only, any breach or inaccuracy in any representation or warranty contained in this Agreement and any determination of Indemnifiable Losses resulting therefrom, shall be determined without regard to any materiality, “Material Adverse Effect” or similar qualification contained in or otherwise applicable to such representation or warranty.

(e) Notwithstanding anything to the contrary set forth herein, indemnification relating to any arrangements between Transferor or any of its Subsidiaries and the Transferred Business for the provision after the Closing of goods and services in the ordinary course (including under the Supply Agreements) shall be governed by the terms of such arrangements and not by this Section 8.2 or as otherwise set forth in this Agreement and the other Transaction Agreements.

Section 8.3 Procedures for Indemnification of Third-Party Claims.

(a) Transferor shall, and shall cause the other Transferor Indemnitees to, notify GPI in writing promptly after learning of any Third-Party Claim for which any Transferor Indemnitee intends to seek indemnification from GPI under this Agreement. Issuer shall, and shall cause the other Issuer Indemnitees to, notify Transferor in writing promptly after learning of any Third-Party Claim for which any Issuer Indemnitee intends to seek indemnification from Transferor under this Agreement. The failure of any

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Indemnitee to give such notice shall not relieve any Indemnifying Party of its obligations under this ARTICLE VIII, except to the extent (and only to the extent) that such Indemnifying Party is actually prejudiced by such failure to give notice. Such notice shall (i) describe such Third-Party Claim in reasonable detail considering the information provided to the Indemnitee, (ii) indicate, to the extent determinable, the estimated amount of the Indemnifiable Loss that has been claimed against or may be sustained by such Indemnitee and the nature of the claim and (iii) contain a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises.

(b) Except as otherwise provided in Section 8.3(c), an Indemnifying Party may, by notice to the Indemnitee within 30 days after receipt by such Indemnifying Party of such Indemnitee’s notice of a Third-Party Claim, undertake (itself or through one of its Subsidiaries) the defense or settlement of such Third-Party Claim, at such Indemnifying Party’s own expense and by counsel reasonably satisfactory to the Indemnitee; provided that the Indemnitee shall be entitled to have sole control over the defense and settlement of any Third-Party Claim (i) seeking an injunction or other equitable relief against the Indemnitee, (ii) involving any criminal or quasi-criminal Litigation Matter, allegation or indictment to which the Indemnitee is a party, (iii) which the Indemnifying Party has failed or, in the reasonable determination of the Indemnitee, is failing to defend or otherwise prosecute diligently or (iv) involving a material supplier, material customer or other material business relationship of the Indemnitee or any of its Affiliates, in the case of each of clauses (i) through (iii), at the cost and expense of the Indemnifying Party. If an Indemnifying Party undertakes the defense of any Third-Party Claim, such Indemnifying Party shall control the investigation and defense or settlement thereof, and the Indemnitee may not settle or compromise such Third-Party Claim without the prior written consent of the Indemnifying Party. In any event, the Indemnifying Party shall not (x) require any Indemnitee, without Indemnitee’s prior written consent, to take or refrain from taking any action in connection with such Third-Party Claim, or make any public statement or refrain from doing so, that would be in violation of Law, or (y) without the prior written consent of the Indemnitee and of Transferor, if the Indemnitee is a Transferor Indemnitee, or the Indemnitee and of Issuer, if the Indemnitee is an Issuer Indemnitee, consent to any settlement that does not include as a part thereof an unconditional release of the relevant Indemnitees from Liability with respect to such Third-Party Claim or that requires the Indemnitee or any of its Representatives or Affiliates to make any payment that is not fully indemnified by the Indemnifying Party under this Agreement or to be subject to any non-monetary remedy. Subject to the Indemnifying Party’s control rights, as specified herein, the Indemnitees may participate in such investigation and defense, at their own expense. Until such time as an Indemnifying Party has undertaken the defense of any Third-Party Claim as provided herein, such Indemnitee shall control the investigation and defense or settlement thereof, without prejudice to its right to seek indemnification hereunder and any fees and expenses of the Indemnitee that are incurred in connection therewith prior to the date the Indemnifying Party has undertaken the defense shall be borne by the Indemnifying Party.

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(c) If an Indemnitee reasonably determines that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Party which make it inappropriate for the Indemnifying Party to undertake the defense or settlement thereof, then such Indemnifying Party shall not be entitled to undertake the defense or settlement of such Third-Party Claim, and counsel for the Indemnifying Party shall be entitled to conduct the defense or settlement of such Indemnifying Party and counsel for the Indemnitee (selected by the Indemnitee) shall be entitled to conduct the defense of such Indemnitee, in which case the reasonable fees, costs and expenses of such counsel for the Indemnitee (but not more than one separate firm of attorneys (in addition to reasonably necessary local counsel(s), if any) reasonably satisfactory to the Indemnifying Party) shall be paid by such Indemnifying Party, it being understood that both such counsel shall cooperate with each other to conduct the defense or settlement of such Third-Party Claim as efficiently as possible.

(d) In no event shall an Indemnifying Party be liable for the fees and expenses of more than one separate firm of attorneys for all Indemnitees (in addition to reasonably necessary local counsel(s) and its own counsel, if any) in connection with any one Litigation Matter, or separate but similar or related Litigation Matters, in the same jurisdiction arising out of the same general allegations or circumstances.

(e) If the Indemnifying Party undertakes the defense or settlement of a Third-Party Claim, (i) the Indemnifying Party shall keep the Indemnitee reasonably informed of the status of, and all material developments relating to or in connection with, such Third-Party Claim and shall provide the Indemnitee with reasonable access to all written, and summaries of all oral, correspondence, drafts of settlements agreements, court filings and all other notices and documents received or transmitted by the Indemnifying Party relating to such Third-Party Claim and (ii) the Indemnitee shall make available to the Indemnifying Party and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement. In the event the Indemnitee is undertaking the defense or settlement of a Third-Party Claim, the Indemnifying Party shall make available to the Indemnitee and its counsel all information and documents reasonably available to it which relate to any Third-Party Claim, and otherwise cooperate as may reasonably be required in connection with the investigation, defense and settlement thereof, subject to the terms and conditions of a mutually acceptable joint defense agreement.

(f) Environmental Limitations. Notwithstanding any provision to the contrary in this Agreement, with respect to any Losses arising from Retained Environmental Liabilities, Pre-Closing Environmental Liabilities or with respect to breaches of the representations and warranties contained in Section 3.11 (Environmental Matters): (x) Transferor shall have satisfied its obligations with respect to any remedial

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action to the extent such remedial action is conducted to standards applicable to industrial properties, including the use of risk-based cleanup standards, natural attenuation, and deed restrictions so long as such use is not prohibited by the Governmental Authority overseeing such remedial action and (y) Transferor shall not be required to indemnify any Issuer Indemnitees for any such Losses (i) except to the extent such Losses are required to comply with Environmental Law in force and in effect on the Closing Date; (ii) to the extent Issuer Indemnitees exacerbate any such Losses after the Closing Date (excluding exacerbation arising from post-Closing activities by Issuer Indemnitees that conform to pre-Closing activities by Transferor in connection with the Transferred Business as a result of which any representation or warranty in Section 3.11 was inaccurate, until such time as Issuer Indemnitees know such activities caused such representation or warranty to be inaccurate); and (iii) resulting or arising from any investigation, removal or remediation of any presence or Release of Hazardous Materials except to the extent such presence or Release existed at concentrations in soil, groundwater or other environmental media on the Closing Date such that the failure to remove or remediate such presence or Release, if known on the Closing Date, would have constituted a violation of or non-compliance with Environmental Law in force and in effect on the Closing Date.

Section 8.4 Reductions for Insurance Proceeds. The amount that any Indemnifying Party is or may be required to pay to any Indemnitee pursuant to this ARTICLE VIII shall be reduced (retroactively or prospectively, as applicable) by any insurance proceeds in respect of the related Indemnifiable Losses (net of all costs of recovery, including deductibles, co-payments or other payment obligations) solely to the extent actually received by the Indemnitee. The existence of a claim or a potential claim by an Indemnitee for insurance in respect of any Indemnifiable Loss shall not, however, delay or reduce any payment pursuant to the indemnification provisions contained herein and otherwise determined to be due and owing by an Indemnifying Party. Notwithstanding any other provisions of this Agreement, it is the intention of the parties hereto that no insurer shall be (x) entitled to a benefit it would not be entitled to receive in the absence of the foregoing indemnification provisions or (y) relieved of the responsibility to pay any claims for which it is obligated. If an Indemnitee shall have received the payment required by this Agreement from an Indemnifying Party in respect of any Indemnifiable Losses and shall subsequently actually receive insurance proceeds in respect of such Indemnifiable Losses, then such Indemnitee shall hold such insurance proceeds in trust for the benefit of such Indemnifying Party and shall pay to such Indemnifying Party a sum equal to the amount of such insurance proceeds actually received (net of all costs of recovery, including deductibles, co-payments or other payment obligations and without interest), up to the aggregate amount of any payments received from such Indemnifying Party pursuant to this Agreement in respect of such Indemnifiable Losses.

Section 8.5 Direct Claims. Any claim on account of an Indemnifiable Loss that does not result from a Third-Party Claim shall be asserted by written notice given by

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the Indemnitee to the Indemnifying Party. Such Indemnifying Party shall have a period of 30 days after the receipt of such notice within which to respond thereto. If such Indemnifying Party does not respond within such 30-day period, such Indemnifying Party shall be deemed to have refused to accept responsibility to make such payment. If such Indemnifying Party does not respond in such 30-day period or rejects such claim in whole or in part, the Indemnitee shall be free to pursue such remedies as may be available to such party as contemplated by this Agreement and the other Transaction Agreements.

Section 8.6 Joint Defense and Cooperation. With respect to any Third-Party Claim in which both Transferor and Issuer (or any of Issuer’s Subsidiaries) are, or reasonably may be expected to be, named as parties, or that otherwise implicates both Transferor and Issuer (or any of Issuer’s Subsidiaries) in a material fashion, the parties hereto shall reasonably cooperate with respect to such Third-Party Claim and if the parties agree, maintain a joint defense in a manner that will preserve applicable privileges.

Section 8.7 Environmental Access, Control and Cooperation. With respect to any claim for indemnification by Issuer Indemnitees for any Pre-Closing Environmental Liability or any breach of the representations and warranties contained in Section 3.11 (“Environmental Indemnity Claims”):

(a) Notwithstanding any provision to the contrary, (i) Transferor shall have the right to assume the control and/or performance of, and shall have the right to make all final decisions with respect to, any investigation, cleanup or other corrective or responsive action (“Responsive Action”) relating to any Environmental Indemnity Claim; provided, however, that, with respect to any Responsive Action controlled and/or performed by Transferor pursuant to this Agreement, to the extent reasonably practicable from an economic and engineering standpoint, Transferor shall not conduct or agree to conduct any Responsive Action in a manner that unreasonably interferes with the operations of the Transferred Business at any relevant Transferred Real Property; and (ii) Issuer shall (or shall cause its Subsidiaries to) provide Transferor, at reasonable times and after reasonable notice, access to the Transferred Real Property and Transferred Business records and employees in connection with any such control and/or performance by Transferor.

(b) The party that controls and/or performs any Responsive Action relating to any Environmental Indemnity Claim under this Agreement (the “Controlling Party”) shall (i) reasonably consult with the other party (the “Non-Controlling Party”) regarding any such Responsive Action, including the selection of any environmental consultants and the selection of, and development of any scope of work for, any Responsive Action; (ii) provide the Non-Controlling Party with an opportunity to review and comment on any submission to any Governmental Authority reasonably in advance of such submission and shall consider such comments in good faith; and (iii) provide the Non-Controlling Party with an opportunity to (A) attend any meetings with any Governmental

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Authority; (B) review any documents or records relating to such Responsive Action in the Controlling Party’s control that the Non-Controlling Party may reasonably request; and (C) monitor the performance of such Responsive Action and, in the case of any intrusive investigation or cleanup, and at Non-Controlling Party’s reasonable request and expense, take split samples; provided, however, that, if Issuer or GPI is the Controlling Party, with respect to any such Environmental Indemnity Claim, Issuer or GPI shall not, except as required by Law, conduct, agree to, or enter any settlement or order or make any reporting to any Governmental Authority with respect to any Responsive Action (including the selection of consultants, development and selection of a scope of work, any submissions to any Governmental Authority) without the prior written consent of Transferor, which shall not be unreasonably withheld or delayed.

(c) Any Responsive Action taken in connection with any Environmental Indemnity Claim shall be conducted in a workmanlike manner, using commercially reasonable and cost effective practices, standards and methods from an engineering standpoint.

ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.1 Termination or Abandonment. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and abandoned at any time prior to the Closing:

(a) by the mutual written consent of Transferor and Parent;

(b) by either Transferor or Parent if the Closing shall not have occurred on or before June 30, 2018 (the “Termination Date”), unless the failure of the Closing to have occurred by the Termination Date shall be due to the failure of the party seeking to terminate this Agreement pursuant to this Section 9.1(b) to perform or otherwise comply with in all material respects the covenants and agreements of such party set forth herein;

(c) by Parent (so long as Parent is not then in material breach of any covenant, representation or warranty or other agreement contained herein which breach would cause the Closing conditions of Transferor not to be satisfied if the Closing were to occur at the time of termination), if there has been a breach by Transferor of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue in any material respect, in either case such that Section 7.3(a) hereof would be incapable of being satisfied, and such breach or condition has not been cured within 30 Business Days following receipt by Transferor of notice of such breach;

(d) by Transferor (so long as Transferor is not then in material breach of any covenant, representation or warranty or other agreement contained herein which breach

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would cause the Closing conditions of Parent, Issuer or GPI not to be satisfied if the Closing were to occur at the time of termination), if there has been a breach by Parent, Issuer or GPI of any of its representations, warranties, covenants or agreements contained in this Agreement, or any such representation and warranty shall have become untrue in any material respect, in either case such that Section 7.2(a) hereof would be incapable of being satisfied, and such breach or condition has not been cured within 30 Business Days following receipt by Parent, Issuer or GPI of notice of such breach; or

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

The party desiring to terminate this Agreement pursuant to this Section 9.1 will give written notice of such termination to the other party, specifying the provision pursuant to which such termination is effected.

Section 9.2 Effect of Termination. If this Agreement is terminated by Transferor or Parent pursuant to Section 9.1, then this Agreement shall become void and have no effect with no Liability on the part of the parties hereto, except to the extent that such termination results from the intentional breach by a party of any of its covenants or agreements set forth in this Agreement; provided, however, that the provisions of the Confidentiality Agreement, this Section 9.2, Section 9.3 and ARTICLE X shall remain in full force and effect and shall survive any termination of this Agreement.

Section 9.3 Fees and Expenses. Except as otherwise provided in this Agreement or any other Transaction Agreement, or unless otherwise mutually agreed to by Transferor and Parent in writing, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses.

ARTICLE X

GENERAL PROVISIONS

Section 10.1 Notices. All notices, requests, claims, demands and other communications to be given or delivered under or by the provisions of this Agreement shall be in writing and shall be deemed given only (i) when delivered personally to the recipient, (ii) one Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid); provided that confirmation of delivery is received, (iii) when sent if sent by e-mail transmission or (iv) five days after being mailed to the recipient by certified or registered mail (return receipt requested and postage prepaid). Such notices, demands and other communications shall be sent to the parties at the following addresses (or at such address for a party as will be specified by like notice):

(a)

if to Transferor, to:

International Paper Company

0000 Xxxxxx Xxxxxx

Xxxxxxx, XX 00000

Attention:

General Counsel

E-Mail:

xxxxxx.xxxx@xxxxxx.xxx

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with a copy to:

Debevoise & Xxxxxxxx LLP

000 Xxxxx Xxxxxx

Xxx Xxxx, XX 00000

Attention:

Xxxxxxx X. Xxxxx

Xxxxxxx X. Diz

E-Mail:

xxxxxx@xxxxxxxxx.xxx

xxxxx@xxxxxxxxx.xxx

(b)

if to Parent, Issuer or GPI, to:

0000 Xxxxxxxxx Xxxxxxx XX

Xxxxx 000, 0xx Xxxxx

Xxxxxxx, XX. 30328

Attention:

Xxxxxx Xxxxxx

E-Mail:

xxxxxx.xxxxxx@xxxxxxxxxx.xxx

with a copy to:

Xxxxxx & Bird LLP

0000 Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxx, XX 00000

Attention:

W. Xxxxx Xxxxxxx

E-Mail:

xxxxx.xxxxxxx@xxxxxx.xxx

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

Section 10.2 Counterparts; Delivery by Electronic Transmission. This Agreement may be executed in one or more counterparts each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and

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the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or portable document format (PDF) shall be as effective as delivery of a manually executed counterpart of any such Agreement.

Section 10.3 No Third Party Beneficiaries. Except as otherwise expressly provided in Section 5.14(h) with respect to the USW and IBEW, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than Transferor, Parent, Issuer and their respective successors and permitted assigns) any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement and no Person shall be deemed a third party beneficiary under or by reason of this Agreement. In addition, and without limiting the generality of the foregoing, nothing contained in any provision of this Agreement (i) shall be construed to establish, amend or modify any benefit or compensation plan, program, agreement or arrangement or (ii) create any third-party beneficiary rights or obligations in any Business Employee or former employee of the Transferred Business, including with respect to (x) any right to employment or continued employment or to a particular term or condition of employment or (y) the ability of Transferor, Parent, Issuer or any of their respective Affiliates to amend, modify or terminate any benefit or compensation plan, program, agreement or arrangement at any time established, sponsored or maintained by any of them. Notwithstanding the foregoing, the Lenders shall be express third party beneficiaries of and shall be entitled to rely upon this Section 10.3, Section 10.6, Section 10.11 and Section 10.17, and each Lender may enforce such provisions.

Section 10.4 Entire Agreement. This Agreement, the Exhibits, the Transferor Disclosure Schedules and the Parent Disclosure Schedules hereto, the Confidentiality Agreement, the other Transaction Agreements and other documents referred to herein and therein shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter.

Section 10.5 Assignment. Neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, and any purported assignment without such consent shall be null and void; provided that Transferor may, by written notice, assign any and all of its rights and obligations under this Agreement to an Affiliate (but no such assignment shall relieve Transferor of any of its duties or obligations hereunder). Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

Section 10.6 Governing Law; WAIVER OF JURY TRIAL.

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement (and all Schedules and

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Exhibits hereto) shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware. In furtherance of the foregoing, the internal Laws of the State of Delaware shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply. Notwithstanding anything to the contrary contained elsewhere herein, the parties hereby further agree (i) that no party will bring any legal action or proceeding against the Lenders in any way relating to this Agreement, the Assumed Financing, the Amendment or any of the transactions contemplated hereby or thereby, including any dispute arising out of or relating in any way to the Assumed Financing Commitment Letter, the Amendment Commitment Letter or any other letter or agreement related to the Assumed Financing, the Amendment, the Assumed Financing Commitment Letter, the Amendment Commitment Letter or the performance of either thereof, in any forum other than the Supreme Court of the State of New York, County of New York, or, if under applicable law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof) and (ii) that any claims brought against the Lenders will be governed by the Laws of the State of New York, without regard to the conflict of laws provisions thereof that would cause the laws of another state to apply.

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

Section 10.7 Jurisdiction; Service of Process. ANY ACTION WITH RESPECT TO THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS ARISING HEREUNDER, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT OF THIS AGREEMENT AND THE RIGHTS AND

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OBLIGATIONS ARISING HEREUNDER BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS, IN EACH CASE, SHALL BE BROUGHT AND DETERMINED EXCLUSIVELY IN THE DELAWARE COURT OF CHANCERY AND ANY STATE APPELLATE COURT THEREFROM WITHIN THE STATE OF DELAWARE (OR, IF THE DELAWARE COURT OF CHANCERY DECLINES TO ACCEPT JURISDICTION OVER A PARTICULAR MATTER, ANY STATE OR FEDERAL COURT WITHIN THE STATE OF DELAWARE). EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY ACTION WITH RESPECT TO THIS AGREEMENT (I) ANY CLAIM THAT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE NAMED COURTS FOR ANY REASON OTHER THAN THE FAILURE TO SERVE IN ACCORDANCE WITH THIS SECTION 10.7, (II) ANY CLAIM THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER THROUGH SERVICE OF NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) AND (III) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAIM THAT (A) THE ACTION IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (B) THE VENUE OF SUCH ACTION IS IMPROPER OR (C) THIS AGREEMENT, OR THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS. EACH OF THE PARTIES FURTHER AGREES THAT NO PARTY TO THIS AGREEMENT SHALL BE REQUIRED TO OBTAIN, FURNISH OR POST ANY BOND OR SIMILAR INSTRUMENT IN CONNECTION WITH OR AS A CONDITION TO OBTAINING ANY REMEDY REFERRED TO IN THIS SECTION 10.7 AND EACH PARTY WAIVES ANY OBJECTION TO THE IMPOSITION OF SUCH RELIEF OR ANY RIGHT IT MAY HAVE TO REQUIRE THE OBTAINING, FURNISHING OR POSTING OF ANY SUCH BOND OR SIMILAR INSTRUMENT. THE PARTIES HEREBY AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH ANY SUCH ACTION OR PROCEEDING IN THE MANNER PROVIDED IN SECTION 10.1, OR IN SUCH OTHER MANNER AS MAY BE PERMITTED BY LAW, SHALL BE VALID AND SUFFICIENT SERVICE THEREOF AND HEREBY WAIVE ANY OBJECTIONS TO SERVICE ACCOMPLISHED IN THE MANNER HEREIN PROVIDED.

Section 10.8 Severability. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared judicially to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties hereto that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable to the maximum extent permitted while preserving its intent or, if such modification is not possible, by substituting therefor another provision that is valid, legal and enforceable and that achieves the original intent of the parties hereto.

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Section 10.9 Headings. The headings and captions of the Articles and Sections used in this Agreement and the table of contents to this Agreement are for reference and convenience purposes of the parties hereto only, and will be given no substantive or interpretive effect whatsoever.

Section 10.10 Attorneys’ Fees. If any Action at law or equity, including an Action for declaratory relief, is brought to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses from the other party, which fees and expenses shall be in addition to any other relief which may be awarded.

Section 10.11 Amendment. This Agreement may be amended by the parties hereto at any time. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto. To the extent any amendment or waiver to Section 10.3, Section 10.6, this Section 10.11 and Section 10.17 is sought which is adverse to the rights of the Lenders, the prior written consent of such party shall be required before such amendment is rendered effective.

Section 10.12 Extension; Waiver. At any time prior to the Closing, the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) subject to the proviso of the first sentence of Section 10.1, waive compliance with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

Section 10.13 Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement or any Transaction Agreement, the party who is, or is to be, thereby aggrieved will have the right to specific performance and injunctive or other equitable relief in respect of its rights under this Agreement or such Transaction Agreement, in addition to any and all other rights and remedies at law or in equity. The parties hereto agree that the remedies at law for any breach or threatened breach, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived by each of the parties hereto.

Section 10.14 Damages Waiver. No party shall be liable to another party or any of its Affiliates (or any of their respective present, former and future Representatives and each of their respective heirs, executors, successors and assigns) for any exemplary

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damages or punitive damages, or any other damages to the extent not reasonably foreseeable, arising out of or in connection with this Agreement or any Transaction Agreement (in each case, unless any such damages are payable to a third party or Governmental Authority pursuant to a Third-Party Claim).

Section 10.15 Reference to Time. All references in this Agreement to times of the day shall be to New York City time.

Section 10.16 No Representations or Warranties.

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

(b) EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT, EACH OF PARENT, ISSUER AND GPI (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) ACKNOWLEDGES THAT NONE OF TRANSFEROR OR ANY OF ITS SUBSIDIARIES MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY HEREIN AS TO ANY MATTER WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A PARTICULAR PURPOSE OR TITLE. EXCEPT TO THE EXTENT OTHERWISE PROVIDED FOR HEREIN OR IN ANY OTHER TRANSACTION AGREEMENT, EACH OF PARENT, ISSUER AND GPI (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) FURTHER ACKNOWLEDGES THAT ALL OTHER REPRESENTATIONS OR WARRANTIES THAT TRANSFEROR OR ANY OF ITS SUBSIDIARIES GAVE OR MIGHT HAVE GIVEN, OR WHICH MIGHT BE PROVIDED OR IMPLIED BY APPLICABLE LAW OR COMMERCIAL PRACTICE, ARE HEREBY EXPRESSLY EXCLUDED, AND THAT NONE OF PARENT, ISSUER OR GPI OR ANY OF THEIR SUBSIDIARIES HAS RELIED ON ANY SUCH REPRESENTATION OR WARRANTY. NOTHING IN THIS PARAGRAPH SHALL OPERATE TO LIMIT A CLAIM FOR FRAUD.

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Section 10.17 No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against the Persons that are expressly identified as parties to this Agreement in their capacities as such, and no former, current or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of, and any lender to, any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of, and any lender to (including the Lenders), any of the foregoing (each, a “Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

[SIGNATURE PAGE FOLLOWS]

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


INTERNATIONAL PAPER COMPANY

By:	/s/ X. Xxxx Xxxx
	Name:	X. Xxxx Xxxx
	Title:	Senior Vice President Corporate Development

[Signature Page to Transaction Agreement]


GRAPHIC PACKAGING HOLDING COMPANY

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

GAZELLE NEWCO LLC

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

GRAPHIC PACKAGING INTERNATIONAL, INC.

By:	/s/ Xxxxxxx X. Xxxx
	Name:	Xxxxxxx X. Xxxx
	Title:	President and Chief Executive Officer

[Signature Page to Transaction Agreement]

Exhibit A

GAZELLE NEWCO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of [●], 2018

THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH HEREIN.

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS			1

Section 1.01	Definitions		1

ARTICLE II ORGANIZATIONAL MATTERS			10

Section 2.01	Formation of Company		10

Section 2.02	Limited Liability Company Agreement		10

Section 2.03	Name		11

Section 2.04	Purpose		11

Section 2.05	Principal Office; Registered Office		11

Section 2.06	Term		11

Section 2.07	No State-Law Partnership		11

ARTICLE III MEMBERS; UNITS; CAPITALIZATION			12

Section 3.01	Members		12

Section 3.02	Units		12

Section 3.03	Incentive Plans		13

Section 3.04	Common Stock and Other Issuances		15

Section 3.05	Acquisition of Units		16

Section 3.06	Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units		17

Section 3.07	Negative Capital Accounts		18

Section 3.08	No Withdrawal		18

Section 3.09	Loans from Members		18

Section 3.10	Repurchase or Redemption of Parent Equity Securities		18

Section 3.11	Parent Right to Purchase Company Interests		18

Section 3.12	Dividend Reinvestment Plan, Stock Incentive Plan or Other Plan		19

ARTICLE IV DISTRIBUTIONS			19

Section 4.01	Distributions		19

Section 4.02	Restricted Distributions		20

ARTICLE V CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS			20

Section 5.01	Capital Accounts		20

Section 5.02	Allocations		21

Section 5.03	Regulatory Allocations		21

Section 5.04	Tax Allocations		23

Section 5.05	Indemnification and Reimbursement for Payments on Behalf of a Member		23


ARTICLE VI MANAGEMENT		24

Section 6.01	Authority of Managing Member	24

Section 6.02	Actions of the Managing Member	25

Section 6.03	Resignation; No Removal	25

Section 6.04	Vacancies	25

Section 6.05	Transactions between the Company, the Managing Member and Affiliates	25

Section 6.06	Reimbursement for Expenses	25

Section 6.07	Delegation of Authority	26

Section 6.08	Limitation of Liability of Managing Member	26

Section 6.09	Investment Company Act	27

Section 6.10	Outside Activities of the Managing Member	27

ARTICLE VII RIGHTS AND OBLIGATIONS OF MEMBERS		27

Section 7.01	Limitation of Liability and Duties of Members	27

Section 7.02	Lack of Authority	28

Section 7.03	No Right of Partition	28

Section 7.04	Indemnification	28

Section 7.05	Members Right to Act	30

Section 7.06	Inspection Rights	31

ARTICLE VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS		32

Section 8.01	Records and Accounting	32

Section 8.02	Fiscal Year	32

ARTICLE IX TAX MATTERS		32

Section 9.01	Preparation of Tax Returns	32

Section 9.02	Tax Controversies	33

Section 9.03	Member Tax Matters	33

ARTICLE X RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS		33

Section 10.01	Transfers by Members	33

Section 10.02	Permitted Transfers	34

Section 10.03	Restricted Units Legend	34

Section 10.04	Transfer	35

Section 10.05	Drag Along Rights and Tag Along Rights	35

Section 10.06	Assignee’s Rights	36

Section 10.07	Assignor’s Rights and Obligations	37

Section 10.08	Overriding Provisions	37


ARTICLE XI ADMISSION OF MEMBERS		38

Section 11.01	Substituted Members	38

Section 11.02	Additional Members	38

ARTICLE XII WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS		38

Section 12.01	Withdrawal and Resignation of Members	38

ARTICLE XIII DISSOLUTION AND LIQUIDATION		39

Section 13.01	Dissolution	39

Section 13.02	Liquidation and Termination	39

Section 13.03	Distribution in Kind	40

Section 13.04	Cancellation of Certificate	40

Section 13.05	Reasonable Time for Winding Up	40

Section 13.06	Return of Capital	40

ARTICLE XIV VALUATION		40

Section 14.01	Determination	40

Section 14.02	Dispute Resolution	41

ARTICLE XV GENERAL PROVISIONS		41

Section 15.01	Power of Attorney	41

Section 15.02	Title to Company Assets	42

Section 15.03	Notices	42

Section 15.04	Binding Effect	43

Section 15.05	Governing Law; Jurisdiction	43

Section 15.06	Jurisdiction; Service of Process	44

Section 15.07	Severability	45

Section 15.08	Headings	45

Section 15.09	Amendment	45

Section 15.10	Waiver	45

Section 15.11	Specific Performance	45

Section 15.12	Counterparts; Electronic Transmission of Signatures	46

Section 15.13	Assignment; No Third Party Beneficiaries	46

Section 15.14	Entire Agreement	46

Section 15.15	Creditors	46

Section 15.16	Further Action	46

Section 15.17	Right of Offset	46

Section 15.18	Descriptive Headings; Interpretation	46

iii

GAZELLE NEWCO LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [·], 2018, is entered into by and among Gazelle Newco LLC, a Delaware limited liability company (the “Company”), its Members (as defined herein) and each other Person who at any time after the date hereof becomes a Member in accordance with the terms of this Agreement and the DLLCA (as defined herein) and, solely for purposes of the Parent Sections, Gazelle Holding Company, a Delaware corporation (“Parent”).

WHEREAS, pursuant to that certain Transaction Agreement, dated as of October 23, 2017, (the “Transaction Agreement”), among Parent, Company, Gazelle Holdco (as defined below) and International Paper Company (“Impala”) (the “Transaction Agreement Parties”), Impala has agreed to contribute the Transferred Business (as defined in the Transaction Agreement) to the Company and the Transaction Agreement Parties have effected or agreed to effect the Transactions (as defined in the Transaction Agreement);

WHEREAS, Parent has caused the Company to become formed and has caused [Gazelle Intermediate Entity], a Delaware limited liability company and wholly owned subsidiary of Parent (“Gazelle Holdco”) to own all of the limited liability company interests of the Company and execute a Limited Liability Company Agreement dated as of [·], 2017 (the “Formation Date”) in accordance with the DLLCA (the “Original LLC Agreement”);

WHEREAS, the parties hereto desire to continue the Company and to amend and restate the Original LLC Agreement in its entirety and enter into this Agreement in order to, inter alia, (i) reflect the addition of Impala as a Member of the Company, (ii) provide for the management, operation and governance of the Company, and (iii) set forth their respective rights and obligations as Members in the Company generally.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Members, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions. The following definitions shall be applied to the terms used in this Agreement for all purposes.

“Additional Member” has the meaning set forth in Section 11.02.

“Adjusted Capital Account Balance” means with respect to each Member the balance in such Member’s Capital Account as of the end of the relevant Fiscal Period, after giving effect to the following adjustments: (i) decrease such Capital Account by the adjustments, allocations and

distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Member; and (ii) increase such Capital Account by such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5) and any amounts such Member is obligated (or deemed to be obligated) to restore pursuant to any provision of this Agreement or by applicable Law.

“Admission Date” has the meaning set forth in Section 10.07.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. As used in this definition, “control” (including with correlative meanings, “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities or by contract or other agreement).

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Applicable Sale” has the meaning set forth in Section 10.05(a).

“Applicable Sale Notice” has the meaning set forth in Section 10.05(b).

“Appraisers” has the meaning set forth in Section 14.02.

“Assignee” means a Person to whom a Company Interest has been transferred but who has not become a Member pursuant to ARTICLE XI.

“Book Value” means, with respect to any Obligation of the Company, such Obligation’s adjusted issue price for U.S. federal income tax purposes, except that (i) the initial Book Value of any Obligation assumed, or taken subject to, by the Company from a Member in connection with a contribution to the Company subject to Code Section 721 shall be the Gross Liability Value of such Obligation as determined by the Managing Member as of the date of such assumption or taking subject to; (ii) the Book Value of any Obligation of the Company that is assumed, or taken subject to, by a Member in connection with a distribution of property to the Member in a transaction subject to Code Section 731 shall be adjusted immediately prior thereto to equal the Gross Liability Value of such Obligation as of the date it is assumed or taken subject to by such Member; (iii) the Book Value of each Obligation of the Company shall be adjusted to equal the Obligation’s Gross Liability Value as determined by the Managing Member at such times as an adjustment to the Gross Asset Value of property of the Company is made pursuant to clause (iii) of (iv) of the definition of “Gross Asset Value”; and (iv) if the Book Value of an Obligation of the Company has been determined or adjusted pursuant to clauses (ii) or (iii) of this definition of Book Value, such Book Value shall thereafter be adjusted based on the method adopted pursuant to the last sentence of the definition of “Profits” or “Losses”, as applicable, to determine the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account.

“Business Day” means a day other than Saturday, Sunday or a day on which banks located in New York, New York are authorized or required by applicable Law to close.

“Capital Account” means the capital account maintained for a Member in accordance with Section 5.01.

“Capital Contribution” means, with respect to any Member, the amount of any cash, cash equivalents, promissory obligations or the Gross Asset Value of other property that such Member contributes (or is deemed to contribute) to the capital of the Company.

“Certificate” means the Company’s Certificate of Formation as filed with the Secretary of State of the State of Delaware on the Formation Date.

“Closing Date” has the meaning ascribed to it in the Transaction Agreement.

“Closing Price” has the meaning ascribed to it in Section 3.05(a).

“Code” means the United States Internal Revenue Code of 1986, as amended, and any successor thereto.

“Common Stock” means the common stock, $0.01 par value per share, of Parent.

“Common Unit” means a Unit representing a fractional part of the Company Interests of the Members and having the rights and obligations specified with respect to the Common Units in this Agreement, but does not include any Junior Unit, Preferred Unit or any other Unit specified in a Unit Designation as being other than a Common Unit.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Interest” means the interest of a Member in Profits, Losses and Distributions.

“Company Minimum Gain” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(2) for the phrase “partnership minimum gain.” The amount of Company Minimum Gain, as well as any net increase or decrease in Company Minimum Gain, for a Fiscal Period shall be determined in accordance with the rules of Treasury Regulations Section 1.704-2(d).

“Credit Agreement” means the Second Amended and Restated Credit Agreement effective October 2, 2014, among Graphic Packaging International and certain of its Subsidiaries, as Borrowers; Bank of America, N.A. as Administrative Agent, L/C Issuer, Swing Line Lender, Swing Line Euro Tranche Lender and Alternative Currency Funding Fronting Lender; and the other agents named therein and several lenders from time to time parties thereto.

“Distribution” (and, with a correlative meaning, “Distribute”) means each distribution made by the Company to a Member with respect to such Member’s Units, whether in cash, property or securities of the Company and whether by liquidating distribution or otherwise; provided, however, that any recapitalization that does not result in the distribution of cash or property to Members or any exchange of securities of the Company, and any subdivision (by Unit split or otherwise) or any combination (by reverse Unit split or otherwise) of any outstanding Units, shall not be a Distribution.

“DLLCA” means the Delaware Limited Liability Company Act, 6 Del.C. § 18-101, et seq.

“Drag-Along Right” has the meaning set forth in Section 10.05(a).

“Equity Securities” means, with respect to any Person, (a) units or other equity interests in such Person (including other classes or groups thereof having such relative rights, powers and duties as may from time to time be established by such Person), (b) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into any of the foregoing, and (c) warrants, options or other rights to purchase or otherwise acquire from such Person any of the foregoing.

“Event of Withdrawal” means the expulsion, bankruptcy or dissolution of a Member or the occurrence of any other event that terminates the continued membership of a Member in the Company.

“Exchange Agreement” means that certain Exchange Agreement, dated as of the date hereof, among Impala, Gazelle Holdco, Parent and the Company.

“Exchange Rate” has the meaning set forth in the Exchange Agreement.

“Excluded Securities” has the meaning set forth in Section 3.04.

“Exercise Notice” has the meaning set forth in Section 3.05(c).

“Fair Market Value” means, with respect to any asset, except as otherwise provided in this Agreement, its fair market value determined according to ARTICLE XIV.

“Fiscal Period” means the Fiscal Year or any interim accounting period within a Fiscal Year established by the Company and which is permitted or required by Section 706 of the Code, including at such times as the Gross Asset Values of assets are adjusted pursuant to clause (iii) of the definition of “Gross Asset Value” in this Section 1.01.

“Fiscal Year” means the Company’s annual accounting period established pursuant to Section 8.02.

“Formation Date” has the meaning set forth in the recitals to this Agreement.

“Gazelle Holdco” has the meaning set forth in the recitals to this Agreement.

“Governance Agreement” means that certain Governance Agreement, dated as of the date hereof, between Impala and Parent.

“Governmental Entity” means any United States federal, state or local, or foreign, international or supranational, government, court or tribunal, or administrative, executive, governmental or regulatory or self-regulatory body, agency or authority thereof.

“Graphic Packaging International” means Graphic Packaging International, Inc., a Delaware corporation.

“Gross Asset Value” with respect to any asset, the asset’s adjusted basis for U.S. federal income tax purposes, except that (i) the initial Gross Asset Value of any asset contributed or

deemed contributed by a Member to the Company shall be the gross Fair Market Value of such asset, provided that the initial Fair Market Values of the assets contributed (or deemed contributed) to the Company on the Closing Date shall be determined by the Managing Member in consultation with Impala and if the Managing Member and Impala are unable to agree as to the determination of the initial Fair Market Values of the assets, the dispute shall be resolved pursuant to the dispute resolution process set forth in Section 14.02; (ii) the Gross Asset Value of any property of the Company distributed to any Member shall be adjusted to equal the gross Fair Market Value of such property on the date of Distribution as determined by the Managing Member; (iii) the Gross Asset Values of all assets of the Company shall be increased (or decreased) to equal the gross Fair Market Value at any other time permitted by Treasury Regulations Section 1.704-1(b)(2)(iv)(f)(5) unless the Managing Member determines reasonably and in good faith that such adjustment is not necessary or appropriate to reflect the relative economic interests of the Members; and (iv) the Gross Asset Values of all assets of the Company will be adjusted upon the occurrence of any other event to the extent determined by the Managing Member to be necessary to properly reflect the Gross Asset Values in accordance with the standards set forth in Treasury Regulations Section 1.704-1(b)(2)(iv)(q).

“Gross Liability Value” means, with respect to any Obligation of the Company, the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“Holder” means either (a) a Member or (b) an Assignee that owns a Unit.

“Incentive Plan” means any equity incentive or similar plan or agreement under which Parent may issue shares of Common Stock or warrants, options, restricted share award or other rights to purchase or otherwise acquire shares of Common Stock to existing and former directors, officers, employees and other Persons providing services to Parent, the Company and their Subsidiaries from time to time.

“Investment Company Act” means the U.S. Investment Company Act of 1940.

“Impala” has the meaning set forth in the recitals to this Agreement.

“Impala Holder” means Impala or any Permitted Transferee of Impala.

“Intermediate Entity” means any Subsidiary of Parent that, directly or indirectly, owns an equity interest in Gazelle Holdco.

“Issuance Notice” has the meaning set forth in Section 3.05(b).

“Junior Unit” means a Unit representing a fractional part of the Company Interests of the Members that the Managing Member has authorized pursuant to Section 3.02 that has distribution rights that are inferior or junior to the Common Units.

“Law” means any United States federal, state or local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity.

“Losses” means the net loss the Company generates with respect to a Fiscal Period, as determined for U.S. federal income tax purposes; provided, however, that such loss (i) shall be decreased by the amount of all income during such period that is exempt from U.S. federal income tax, (ii) shall be increased by the amount of all expenditures that the Company makes during such period that are not deductible for U.S. federal income tax purposes and that do not constitute capital expenditures, and (iii) shall not include any items that are specially allocated pursuant to Section 5.03. If the Gross Asset Value of an asset of the Company differs from its adjusted basis for U.S. federal, state, or local income tax purposes, the amount of depreciation, amortization, and other cost recovery deductions shall be determined in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g), and the amount of gain or loss from a disposition of such asset shall be computed by reference to such Gross Asset Value. If the Gross Asset Value of an asset is adjusted pursuant to clauses (ii) or (iii) of the definition of Gross Asset Value, the adjustment amount shall be treated as gain or loss from the disposition of the asset. In the event the Book Value of any Obligation is adjusted pursuant to clause (ii) or (iii) of the definition of “Book Value” in Section 1.01, the amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Book Value of such Liability of the Company) or of gain (if the adjustment decreases the Book Value of such Liability of the Company). In determining Losses, income, gain, deduction or loss resulting from the satisfaction of, or accrual for federal income tax purposes of items with respect to, an Obligation of the Company with a Book Value that differs from its adjusted issue price (if any) shall be computed by reference to the Book Value of such Obligation, with the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account being determined under any reasonable method adopted by the Managing Member.

“Majority Members” means the Members (including the Managing Member) holding a majority of the Voting Units then outstanding.

“Managing Member” means Gazelle Holdco, or any of its successors or assigns, or any, in its capacity as the managing member of the Company.

“Member” means, as of any date of determination, (a) Impala and the Managing Member and (b) any Person admitted to the Company as a Substituted Member or Additional Member in accordance with ARTICLE XI, but in each case only so long as such Person is shown on the Schedule of Members as a Member, in each case, that has not ceased to be a member of the Company pursuant to the Act and this Agreement, in such Person’s capacity as a member of the Company.

“Member Nonrecourse Debt” has the meaning of “partner nonrecourse debt” that is set forth in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” has the meaning of “partner nonrecourse debt minimum gain” that is set forth in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Deductions” has the meaning of “partner nonrecourse deductions” that is set forth in Treasury Regulations Section 1.704-2(i)(1) and (2).

“Member Tax Distribution” has the meaning set forth in Section 4.01(b)(i).

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(1).

“Obligation” has the meaning assigned to that term in Treasury Regulations Section 1.752-1(a)(4)(ii).

“Officer” has the meaning set forth in Section 6.01(b).

“Original LLC Agreement” has the meaning set forth in the recitals to this Agreement.

“Other Agreements” has the meaning set forth in Section 10.04.

“Partnership Representative” has the meaning set forth in Section 9.02.

“Parent” has the meaning set forth in the preamble to this Agreement, together with its successors and assigns.

“Parent Sections” means Sections 3.03, 3.04, 3.05(g), 3.11 and 3.12.

“Parent Tax Distribution” has the meaning set forth in Section 4.01(b)(i).

“Percentage Interest” means, with respect to each Member, as to any class or series of Units, the fraction, expressed as a percentage, the numerator of which is the aggregate number of Units of such class or series held by such Member and the denominator of which is the total number of Units of such class or series held by all Members. If not otherwise specified, “Percentage Interest” shall be deemed to refer to Common Units.

“Permitted Transfer” has the meaning set forth in Section 10.02.

“Permitted Transferee” has the meaning set forth in Section 10.02.

“Person” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability company or governmental or other entity.

“Preferred Unit” means a Unit representing a fractional part of the Company Interests of the Members that the Managing Member has authorized pursuant to Section 3.02 that has distribution rights that are superior or prior to the Common Units.

“Proceeding” has the meaning set forth in Section 7.04(a).

“Profits” means, for each Fiscal Period, the net income of the Company, as determined for U.S. federal income tax purposes; provided, however, that such income (i) shall be increased by the amount of all income during such period that is exempt from U.S. federal income tax, (ii) shall be decreased by the amount of all expenditures that the Company makes during such period that are not deductible for U.S. federal income tax purposes and that do not constitute capital expenditures, and (iii) shall not include any items that are specially allocated pursuant to Section 5.03. If the Gross Asset Value of an asset of the Company differs from its adjusted basis for U.S. federal, state, or local income tax purposes, the amount of depreciation, amortization, and other

cost recovery deductions shall be determined in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g), and the amount of gain or loss from a disposition of such asset shall be computed by reference to such Gross Asset Value. If the Gross Asset Value of an asset is adjusted pursuant to clauses (ii) or (iii) of the definition of Gross Asset Value, the adjustment amount shall be treated as gain or loss from the disposition of the asset. In the event the Book Value of any Obligation is adjusted pursuant to clause (ii) or (iii) of the definition of “Book Value” in Section 1.01, the amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Book Value of such Liability of the Company) or gain (if the adjustment decreases the Book Value of such Liability of the Company). In determining Profits, income, gain, deduction or loss resulting from the satisfaction of, or accrual for federal income tax purposes of items with respect to, an Obligation of the Company with a Book Value that differs from its adjusted issue price (if any) shall be computed by reference to the Book Value of such Obligation, with the extent to which the Book Value of such Obligation is treated as satisfied or otherwise taken into account being determined under any reasonable method adopted by the Managing Member.

“Pro Rata Portion” means, with respect to an Impala Holder, on any issuance date for Equity Securities of Parent, the number of Equity Securities of Parent equal to the product of (i) the total number of Equity Securities proposed to be issued by Parent on such date (without giving effect to any reduction in such number of Equity Securities pursuant to Section 3.05(d)) and (ii) the fraction determined by dividing (x) the number of shares of Common Stock owned by such Impala Holder immediately prior to such issuance by (y) the total number of shares of Common Stock outstanding on such date immediately prior to such issuance in each case (x) and (y), on an as-exchanged or as-converted basis (assuming solely for this purpose any such exchange or conversion is not settled in cash) with respect to any Equity Securities of Parent owned by the Impala Holders.

“Purchase Right” has the meaning set forth in Section 3.05(a).

“Qualifying Financing” means any incurrence of indebtedness in an original principal amount equal to or in excess of $75,000,000 incurred by Parent, the Company or any Subsidiary thereof that does not contain provisions restricting the ability of the Company to make dividends or distributions that are not, taken as a whole, more restrictive than the most restrictive of such provisions contained in a Specified Contract as of the date of this Agreement.

“Qualifying Issuance” has the meaning set forth in Section 3.05(a).

“Qualifying Refinancing” means any refinancing, replacement, renewal, modification, restatement, substitution, supplement, reissuance, resale or extension of any Specified Contract that does not contain provisions restricting the ability of the Company to make dividends or distributions that are not, taken as a whole, more restrictive than the most restrictive of such provisions contained in a Specified Contract as of the date of this Agreement.

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the date hereof, between Impala and Parent.

“Regulatory Allocations” has the meaning set forth in Section 5.03(h).

“Schedule of Members” has the meaning set forth in Section 3.01(a).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933.

“Specified Contract” means each of (i) the Indenture, dated as of September 29, 2010, among Graphic Packaging International and Parent and the other note guarantors party thereto, and U.S. Bank National Association, as Trustee; (ii) the Supplemental Indenture, dated as of April 2, 2013, among Graphic Packaging International, the guarantors named therein and the Trustee; (iii) the Indenture dated as of November 6, 2014, by and among Graphic Packaging International, the guarantors named therein and the Trustee; (iv) the First Supplemental Indenture dated as of November 6, 2014 by and among Graphic Packaging International the guarantors named therein and the Trustee; (v) the Second Supplemental Indenture dated as of August 11, 2016 by and among Gazelle International, Parent, the other guarantors named therein and the Trustee, (vi) the Credit Agreement, (vii) any agreement, document, indenture, instrument, note or other similar contract relating to a Qualifying Financing and (viii) any agreement, document, indenture, instrument, note or other similar contract relating to a Qualifying Refinancing.

“Subsidiary” means, with respect to any Person, another Person, an amount of the voting securities or other voting ownership interests of which is sufficient, together with any contractual rights, to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the gains, losses or equity interests of which), or to direct the management or policies, is owned or controlled directly or indirectly by such first Person (or one or more of the other Subsidiaries of such Person or a combination thereof).

“Substituted Member” means a Person that is admitted as a Member to the Company pursuant to Section 11.01.

“Tag-Along Right” has the meaning set forth in Section 10.05(c).

“Tag-Along Sale” has the meaning set forth in Section 10.05(c).

“Tax Distribution Date” has the meaning set forth in Section 4.01(b)(i).

“Tax Distributions” has the meaning set forth in Section 4.01(b)(i).

“Tax Receivable Agreement” means that certain Tax Receivable Agreement, dated as the date hereof, between Parent and Impala.

“Threshold Percentage” means 5% of the Units.

“Transaction Agreement” has the meaning ascribed to it in the recitals to this Agreement.

“Transaction Agreement Parties” has the meaning ascribed to it in the recitals to this Agreement.

“Transfer” (and, with a correlative meaning, “Transferring”) means any sale, exchange, hypothecation, transfer, assignment, pledge, encumbrance or other disposition of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (a) any interest (legal or beneficial) in any Equity Securities (including, as applicable, Units) or (b) any equity or other interest (legal or beneficial) in any Member if a majority of the assets held, directly or indirectly, by such Member consist of Units.

“Treasury Regulations” means the regulations promulgated under the Code.

“Unit” means a Company Interest of a Member or a permitted Assignee in the Company representing a fractional part of the Company Interests of all Members and Assignees as may be established by the Managing Member from time to time in accordance with Section 3.02; provided, however, that any class or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement, and the Company Interest represented by such class or group of Units shall be determined in accordance with such relative rights, powers and duties.

“Unit Designation” shall have the meaning ascribed to it in Section 3.02(b).

“Unwinding Event” shall have the meaning ascribed to it in Section 10.02.

“Voting Units” means (a) the Common Units and (b) any other Units other than Units that by their express terms do not entitle the record holder thereof to vote on any matter presented to the Members generally under this Agreement for approval; provided that (i) no vote by Voting Units shall have the power to override any action taken by the Managing Member or to remove or replace the Managing Member, (ii) the Voting Units have no ability to take part in the conduct or control of the Company’s business and (iii) notwithstanding any vote by Voting Units hereunder, the Managing Member shall retain exclusive management power over the business and affairs of the Company in accordance with Section 6.01(a).

ARTICLE II

ORGANIZATIONAL MATTERS

Section 2.01 Formation of Company. Pursuant to the Transactions (as defined in the Transaction Agreement), the Company was formed on the Formation Date pursuant to the provisions of the DLLCA.

Section 2.02 Limited Liability Company Agreement. The Members hereby execute this Agreement for the purpose of governing the affairs of the Company and the conduct of its business in accordance with the provisions of the DLLCA. This Agreement shall constitute the “limited liability company agreement” (as that term is used in the DLLCA) of the Company effective as of the date set forth above. The Members hereby agree that during the term of the Company set forth in Section 2.06 the rights and obligations of the Members with respect to the Company will be determined in accordance with the terms and conditions of this Agreement and the DLLCA. On any matter upon which this Agreement is silent, the DLLCA shall control. No provision of this Agreement shall be in violation of the DLLCA and to the extent any provision of this Agreement is in violation of the DLLCA, such provision shall be void and of no effect to the extent of such violation without affecting the validity of the other provisions of this Agreement; provided,

however, that where the DLLCA provides that a provision of the DLLCA shall apply “unless otherwise provided in a limited liability company agreement” or words of similar effect, the provisions of this Agreement shall in each instance control. Notwithstanding any provision of this Agreement to the contrary, no Holder shall be entitled to appraisal or dissenters’ rights under any circumstances and no appraisal or dissenters’ rights may be granted under Section 18-210 of the DLLCA or otherwise.

Section 2.03 Name. The name of the Company shall be “Gazelle Newco LLC.” The Managing Member in its sole discretion may change the name of the Company at any time and from time to time. Notification of any such change shall be given to all of the Members. The Company’s business may be conducted under its name and/or any other name or names deemed advisable by the Managing Member.

Section 2.04 Purpose. The primary business and purpose of the Company shall be to engage in such activities as are permitted under the DLLCA and determined from time to time by the Managing Member in accordance with the terms and conditions of this Agreement.

Section 2.05 Principal Office; Registered Office. The principal office of the Company shall be at such place as the Managing Member may from time to time designate. The address of the registered office of the Company in the State of Delaware shall be 000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx, XX 00000 and the registered agent for service of process on the Company in the State of Delaware at such registered office shall be the Corporation Service Company. The Managing Member may from time to time change the Company’s registered agent and registered office in the State of Delaware.

Section 2.06 Term. The term of the Company commenced upon the filing of the Certificate in accordance with the DLLCA and shall continue in existence until dissolution of the Company in accordance with the provisions of ARTICLE XIII.

Section 2.07 No State-Law Partnership. The Members intend that the Company not be a partnership, and that no Member be a partner of any other Member by virtue of this Agreement, for any purposes other than as set forth in the last sentence of this Section 2.07, and neither this Agreement nor any other document entered into by the Company or any Member relating to the subject matter hereof shall be construed to suggest otherwise. The Members intend that the Company shall be treated as a partnership for U.S. federal and, if applicable, state or local income tax purposes, and that each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment.

ARTICLE III

MEMBERS; UNITS; CAPITALIZATION

Section 3.01 Members.

(a) Impala is hereby admitted as an additional Member of the Company effective as of the completion of the Closing Date. The Company shall maintain a schedule setting forth: (i) the name and address of each Member; (ii) the aggregate number of outstanding Units and the number and class of Units held by each Member; (iii) the aggregate amount of cash Capital Contributions that has been made by the Members; and (iv) the Fair Market Value of any Capital Contributions other than cash that has been made by the Members (including, if applicable, a description and the amount of any liability assumed by the Company or to which contributed property is subject) (such schedule, the “Schedule of Members”).

(b) The applicable Schedule of Members in effect immediately following the admission of Impala as a Member of the Company is set forth as Schedule 1 to this Agreement. The Schedule of Members shall be the definitive record of ownership of each Unit of the Company and all relevant information with respect to each Member. The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the DLLCA.

(c) No Member shall be required or, except as contemplated by the Transaction Agreement or as approved by the Managing Member pursuant to Section 6.01 and in accordance with the other provisions of this Agreement, permitted to contribute or loan any money or property to the Company or borrow any money or property from the Company.

Section 3.02 Units. Company Interests shall be represented by Units, or other securities of the Company, in each case as issued by the Company as the Managing Member may establish in its discretion in accordance with the terms and subject to the restrictions hereof.

(a) Immediately after the execution hereof, the Units will be comprised of Common Units. Common Units shall, for all purposes hereunder, vote together as a single class.

(b) Subject to the provisions of this Agreement, the Managing Member is hereby authorized to cause the Company to issue additional Company Interests for any Company purpose (including if the Managing Member determines that the Company requires additional funds), at any time or from time to time, to the Members (including the Managing Member) or to other Persons, and to admit such Persons as Additional Members, for such consideration and on such terms and conditions as shall be established by the Managing Member, all without the approval of any Member or any other Person. Without limiting the foregoing, the Managing Member is expressly authorized to cause the Company to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Company, (ii) for less than Fair Market Value, (iii) for no consideration, (iv) in connection with any merger of any other Person into the Company, or (v) upon the contribution of property or assets to the Company. Any

additional Company Interests may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption (including rights that may be senior or otherwise entitled to preference over existing Company Interests) as shall be determined by the Managing Member, in its sole and absolute discretion and without the approval of any other Member or any other Person, and set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference (each, a “Unit Designation”) without the approval of any other Member or any other Person. Without limiting the generality of the foregoing, the Managing Member shall have authority to specify, in its sole and absolute discretion: (A) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Company Interests; (B) the right of each such class or series of Company Interests to share (on a pari passu, junior or preferred basis) in Distributions; (C) the rights of each such class or series of Company Interests upon dissolution and liquidation of the Company; (D) the voting rights, if any, of each such class or series of Company Interests; and (E) the conversion, redemption or exchange rights applicable to each such class or series of Company Interests. Except to the extent specifically set forth in any Unit Designation, a Company Interest of any class or series other than a Common Unit shall not entitle the holder thereof to vote on, or consent to, any matter. Upon the issuance of any additional Company Interest, the Managing Member shall update the Schedule of Members and the books and records of the Company as appropriate to reflect such issuance.

(c) No additional Units shall be issued to Gazelle Holdco or any of its Affiliates unless (i) the additional Units are issued to all Members holding Common Units in proportion to their respective Percentage Interests in the Common Units, (ii)(a) the additional Units are (x) Common Units issued in connection with an issuance of Common Stock, or (y) Units (other than Common Units) issued in connection with an issuance of Equity Securities of Parent or other interests in Parent (other than Common Stock), and (b) Gazelle Holdco contributes to the Company the cash proceeds or other consideration received in connection with the issuance of such Common Stock or other Equity Securities or other interests in Parent, (iii) the additional Units are issued upon the conversion, redemption or exchange of Units issued by the Company or (iv) the additional Units are issued pursuant to Section 3.03, Section 3.04, or Section 3.12.

Section 3.03 Incentive Plans. If at any time Parent issues a share of Common Stock under an Incentive Plan whether by the exercise of a stock option (or the exercise of any other instrument that entitles the holder thereof to purchase a share of Common Stock) the grant of a restricted share award, the settlement of a restricted stock unit award or otherwise, the following will occur:

(a) the net proceeds (including the amount of the exercise price paid by the owner or the promissory note representing any loan made by Parent to the owner with respect to a stock purchase award, which promissory note will be deemed to have a Fair Market Value equal to the original principal balance of the promissory note), if any, received by Parent with respect to the share of Common Stock will be paid or transferred by Parent to Gazelle Holdco (including through Intermediate Entities, if applicable) and from Gazelle Holdco to the Company, which amounts will be treated for U.S. federal income tax purposes as having been paid to the Company by the person to whom the share of Common Stock is issued;

(b) Gazelle Holdco will be deemed to make an additional Capital Contribution to the Company of an amount of cash equal to:

(i) the Closing Price on the date the share is issued (or, if earlier, the date the related option or other instrument is exercised), reduced by

(ii) the amount paid to the Company as described under subsection (a) above, if any;

(c) Parent will be deemed to sell to Gazelle Holdco (including through Intermediate Entities, if applicable) and Gazelle Holdco will be deemed to sell to the Company a share of Common Stock for an amount of cash equal to the sum of:

(i) the additional deemed Capital Contribution made by Gazelle Holdco to the Company in subsection (b) above, and

(ii) the amount paid to the Company as described under subsection (a) above, if any,

and to deliver such share of Common Stock to its owner under the Incentive Plan (the parties acknowledging that the deemed purchase will not cause the Company to own the shares of Common Stock for any purpose, including for the purpose of determining stockholders entitled to receive dividends or vote);

(d) in exchange for the payment by Gazelle Holdco to the Company described in subsection (a) above and the deemed Capital Contribution by Gazelle Holdco to the Company described in subsection (b) above (which aggregate amount will be credited to the Capital Account of Gazelle Holdco), the Company will issue to Gazelle Holdco a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco for each share of Common Stock issued by Parent under the Incentive Plan;

(e) the Company will claim any compensation deductions attributable to the issuance or vesting, as the case may be, of shares of Common Stock and any other deductions available by reason of shares issued pursuant to an Incentive Plan (including, as applicable, as a result of an election under Code Section 83(b)), which deductions will be allocated among the Members in accordance with ARTICLE V;

(f) if the owner of any share of Common Stock issued pursuant to an Incentive Plan has timely made an election under Code Section 83(b) with respect to that share of Common Stock and the share of Common Stock is subsequently forfeited, then each of the actual and deemed steps described in subsections (a) through (e) above with respect to that share of Common Stock will be reversed including the reversion of that share of Common Stock to Parent, the cancellation of the Common Unit issued to Parent and the reversal, if and to the extent required by Treasury Regulations Section 1.83-6(c) or other applicable Tax Law, of any compensation deductions previously allocated to the Members; and

(g) if a share of Common Stock issued under an Incentive Plan is subject to a substantial risk of forfeiture and is not transferable for purposes of Code Section 83, and if a valid

election under Code Section 83(b) has not been made with respect to such share of Common Stock, the foregoing transactions shall be deemed to occur for U.S. federal income tax purposes when such share of Common Stock is either transferable or no longer subject to a substantial risk of forfeiture for purposes of Code Section 83. Until such time, for U.S. federal income tax purposes (including for purposes of maintaining Capital Accounts and computing Profits, Losses and related items), such share of Common Stock shall not be deemed to have been issued and any distributions with respect to such share of Common Stock shall for such purposes be treated as compensation paid to the holder thereof by the Company.

Section 3.04 Common Stock and Other Issuances. If at any time Parent issues a share of Common Stock or any other class or series of Equity Securities of Parent (other than shares of Common Stock under an Incentive Plan), (i) the net proceeds received by Parent with respect to the share of Common Stock or such other Equity Securities, if any, will be paid or transferred by Parent through Intermediate Entities (if applicable) and through Gazelle Holdco to the Company, and (ii) the Company shall issue to Gazelle Holdco a number of Common Units equal to the inverse of the Exchange Rate registered in the name of Gazelle Holdco for each share of Common Stock (or, with respect to any issuance by Parent of Equity Securities other than Common Stock, one Unit that is substantially equivalent to the Equity Securities issued by Parent as determined by the Managing Member) issued by Parent pursuant to the foregoing clause (i); provided, however, that (i) if Parent issues any Equity Securities in order to purchase or fund the purchase of Units by Parent or its wholly-owned direct or indirect subsidiaries from another Member, then the Company shall not issue any new Units in connection therewith and Parent through Intermediate Entities (if applicable) and Gazelle Holdco shall not transfer such net proceeds to the Company (it being understood that such net proceeds shall be transferred to such other Member as consideration for such purchase), (ii) if Parent issues any Common Stock in order to fund any payment by Parent or Gazelle Holdco under the Tax Receivable Agreement, then the Company shall not issue any new Units in connection therewith, Parent through Intermediate Entities (if applicable) and Gazelle Holdco shall not transfer such net proceeds to the Company (it being understood that such net proceeds shall be used to fund such payment) and the Company shall not make any Tax Distribution in order to fund such payment, and (iii) notwithstanding anything herein to the contrary, Parent may issue Common Stock or other Equity Securities in connection with (A) an acquisition from a Person that is not an Affiliate of Parent of Units or a business, property or other asset to be owned, directly or indirectly, by the Company (and which is contributed to the Company or one of its Subsidiaries), (B) a dividend or distribution (including any stock split) of Common Stock or other Equity Securities of Parent, (C) upon a conversion, redemption or exchange of other Equity Securities of Parent, (D) upon a conversion, redemption, exchange of any Debt incurred by or on behalf of Parent, Gazelle Holdco or the Issuer into Common Stock or other Equity Securities of Parent if the proceeds of such Debt are or have previously been provided to the Company, (E) in connection with an acquisition of Units, (F) any recapitalization of Parent, or (G) any merger, consolidation, reorganization or other combination of the Company with or into another entity that is not an Affiliate of Parent, and any Common Stock or Equity Securities issued in connection with the foregoing clauses (A) through (G) shall constitute “Excluded Securities”. This Section 3.04 shall not apply to the issuance and distribution to holders of shares of Parent common stock or rights to purchase Equity Securities of Parent under a “poison pill” or similar shareholder rights plan (it being understood that upon exchange for Common Stock pursuant to the Exchange Agreement, such Common Stock would be issued together with a corresponding right), but shall apply to the issuance of Common Stock in connection with the exercise or settlement of such rights, warrants, options or other rights or property.

Section 3.05 Acquisition of Units.

(a) The Company hereby grants to each Impala Holder the right (the “Purchase Right”) to purchase up to its Pro Rata Portion of any Units that are proposed to be issued to Gazelle Holdco pursuant to Section 3.04 (other than any Units issuable in respect of any Excluded Securities or shares of Common Stock or other Equity Securities of Parent issued pursuant to Section 3.03), provided that solely with respect to any issuance of Common Units with respect to the issuance by Parent of shares of Common Stock, such right shall terminate automatically if Impala (i) exchanges any Common Units pursuant to the Exchange Agreement or (ii) otherwise Transfers any Common Units to any Person other than to a Permitted Transferee.

(b) The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 3.05(a) to each Impala Holder no less than ten (10) Business Days prior to the date of the proposed issuance or sale of any Equity Securities of Parent to which the Purchase Right would be applicable. The Issuance Notice shall set forth the material terms and conditions of the proposed issuance, including:

(i) the number and class of Parent Equity Securities and associated Units to be issued;

(ii) if the Units to be issued are not Common Units, a description of the material terms and conditions of such Units;

(iii) the proposed issuance date; and

(iv) the proposed purchase price per Unit (or equivalent purchase price per Equity Security), or a statement that Units are to be issued on account of Equity Securities of Parent to be issued in an underwritten offering.

(c) Subject to Section 3.05(d), each Holder shall for a period of ten (10) Business Days following the receipt of an Issuance Notice have the right to elect irrevocably to purchase up to its Pro Rata Portion of the Units proposed to be issued to Gazelle Holdco by delivering a written notice to Parent (an “Exercise Notice”). If, at the termination of such ten (10) Business Day period, a Holder shall not have delivered an Exercise Notice to Parent, such Holder shall be deemed to have waived all of its rights under this Section 3.05 with respect to the purchase of such Equity Securities of Parent.

(d) The purchase price for each Unit as to which an Exercise Notice is delivered shall be the purchase price set forth in the Issuance Notice, provided that in the case of an underwritten offering the purchase price for each such Unit shall equal the purchase price payable by investors for each such Equity Security in such underwritten offering, without deduction for any underwriting discount or commission. To the extent an Exercise Notice has been delivered, (i) Parent shall reduce the number of Equity Securities offered by the number of Equity Securities with respect to which an Exercise Notice has been received and (ii) the applicable Impala Holder shall be entitled to purchase from the Company a number of Units (including, if applicable,

Common Units) equal to the number of Equity Securities as to which such Impala Holder has delivered an Exercise Notice, with such Units being substantially equivalent to the Equity Securities issued by Parent. Parent shall use commercially reasonable efforts to notify each Impala Holder of any change in the number of Equity Securities proposed to be issued in an underwritten offering, and Parent and such Impala Holder shall make equitable adjustments to the Pro Rata Portion applicable to each Impala Holder that are consistent with the purposes of this Section 3.05.

(e) The closing of any purchase by the Impala Holders who have delivered an Exercise Notice shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice; provided, however, that the closing of any purchase by a Holder may be extended beyond the closing of the transaction in the Issuance Notice to the extent necessary to obtain any required approval or consent of a governmental authority or any other third party (and Parent and the Impala Holders shall use their respective reasonable best efforts to obtain such approvals).

(f) Upon the expiration of the ten (10) Business Day period described in Section 3.05(c), Parent shall be free to sell such Equity Securities that the Impala Holders have not elected irrevocably to purchase on terms and conditions no more favorable to the purchasers thereof than those offered to the Holders in the Issuance Notice delivered in accordance with Section 3.05(b).

(g) For the avoidance of doubt, the Purchase Right and the other provisions of this Section 3.05 shall be applicable to any issuance of Equity Securities by Parent, mutatis mutandis, in which case the Exercise Notice delivered by an Impala Holder may elect, other than with respect to an offering of shares of Common Stock (for which the Purchase Right may only be exercised to purchase Common Units), that the Purchase Right is to be exercised by purchasing such Equity Securities of Parent, and upon such an election Section 3.05(d)(ii) shall be inapplicable with respect to such exercise.

Section 3.06 Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units.

(a) Units shall not be certificated unless otherwise determined by the Managing Member. If the Managing Member determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other Officer designated by the Managing Member, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Managing Member may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Managing Member agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

(b) If Units are certificated, the Managing Member may direct that a new certificate representing one or more Units be issued in place of any certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon delivery to the Managing Member of an affidavit of the owner or owners of such certificate, setting forth such allegation. The Managing

Member may require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

(c) Upon surrender to the Company or the transfer agent of the Company, if any, of a certificate for one or more Units, duly endorsed or accompanied by appropriate evidence of succession, assignment or authority to transfer, in compliance with the provisions hereof, the Company shall issue a new certificate representing one or more Units to the Person entitled thereto, cancel the old certificate and record the transaction upon its books. Subject to the provisions of this Agreement, the Managing Member may prescribe such additional rules and regulations as it may deem appropriate relating to the issue, Transfer and registration of Units.

Section 3.07 Negative Capital Accounts. No Member shall be required to pay to any other Member or the Company any deficit or negative balance which may exist from time to time in such Member’s Capital Account (including upon and after dissolution of the Company).

Section 3.08 No Withdrawal. No Person shall be entitled to withdraw any part of such Person’s Capital Contribution or Capital Account or to receive any Distribution from the Company, except as expressly provided in this Agreement.

Section 3.09 Loans from Members. Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01, the amount of any such loans shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such loans are made.

Section 3.10 Repurchase or Redemption of Parent Equity Securities If at any time any Equity Securities of Parent are redeemed, repurchased or otherwise acquired (whether by exercise of a put or call, upon forfeiture of any award granted under any Incentive Plan, automatically or by means of any other arrangement) by Parent, then the Managing Member shall cause the Company, immediately prior to such redemption, repurchase or acquisition, to redeem, repurchase or acquire a corresponding number of the Units held by Gazelle Holdco that correspond to such Equity Securities multiplied by the inverse of the Exchange Rate, at an aggregate repurchase or redemption price equal to the aggregate repurchase or redemption price of the Equity Securities being redeemed, repurchased or acquired (plus any expenses related thereto) and upon such other terms as are the same for the Equity Securities being redeemed, repurchased or acquired.

Section 3.11 Parent Right to Purchase Company Interests. Notwithstanding any other provision of this Agreement, on and for 90 days after the date on which the aggregate Percentage Interests of Impala and its Affiliates are less than the Threshold Percentage for more than a calendar quarter, Parent, directly or through one or more Subsidiaries (including Gazelle Holdco or Intermediate Entities), shall have the right, but not the obligation, to purchase all, but not less than all, of the outstanding Common Units held by Impala and its Affiliates by treating each of Impala and its Affiliates as a party who has delivered a Notice of Exchange (as defined in the Exchange Agreement) pursuant to Section 2.02 of the Exchange Agreement in respect of all of Impala and its Affiliate’s Units, by notice to Impala and its Affiliates, as applicable, that Parent has elected to exercise its rights under this Section 3.11 and that Gazelle Holdco has elected to provide

a Call Election Notice (as defined in the Exchange Agreement) in respect of a Cash Election Payment (as defined in the Exchange Agreement) for all of the outstanding Common Units held by Impala and its Affiliates. Such notice given by Parent to Impala or any of its Affiliates, as applicable, pursuant to this Section 3.11 shall be treated as (i) a Call Election Notice delivered in response to a Notice of Exchange delivered to Parent and the Company by Impala and its Affiliates (ii) a Call Election Notice in respect of a Cash Election Payment (as defined in the Exchange Agreement) in respect of all of the outstanding Common Units held by Impala and its Affiliates and (iii) waiver by Parent and the Company of all requirements or limitations in Section 2.01(a) of the Exchange Agreement in respect to an exchange thereunder. Such notice given by Parent shall specify an Exchange Date (as defined in the Exchange Agreement) in respect of an exchange pursuant to this Section 3.11 that is no later than ten (10) Business Days following the date of such notice. For purposes of this Section 3.11, Section 2.02 (other than Section 2.02(c)) of the Exchange Agreement shall apply, mutatis mutandis.

Section 3.12 Dividend Reinvestment Plan, Stock Incentive Plan or Other Plan. Except as may otherwise be provided in this Article III, all amounts retained or deemed received by Parent in respect of any dividend reinvestment plan, stock incentive or other stock or subscription plan or agreement, shall either (a) be utilized by Parent to effect open market purchases of its capital stock or (b) be contributed by Parent through Gazelle Holdco and through, if applicable, Intermediate Entities, to Company in exchange for additional Common Units and, upon such contribution, the Company will issue to Gazelle Holdco a number of Common Units equal to the number of newly issued shares of Common Stock, divided by the Exchange Rate then in effect without any further act, approval or vote of any Member or any other Person.

ARTICLE IV

DISTRIBUTIONS

Section 4.01 Distributions.

(a) Distributions. To the extent permitted by applicable Law and hereunder, the Managing Member may declare Distributions out of funds or property legally available therefor in such amounts and on such terms (including the payment dates of such Distributions) as the Managing Member shall determine using such record date as the Managing Member may designate, and any such Distributions shall be made to the Members in accordance with each Member’s Percentage Interest as of the close of business on such record date; provided, however, that the Managing Member shall have the obligation to make Distributions as set forth in Section 4.01(b) and Section 13.02; and provided further that, notwithstanding any other provision herein to the contrary, no Distributions shall be made to the extent such Distribution would render the Company insolvent. For purposes of the foregoing sentence, insolvency means the inability of the Company to meet its payment obligations when due. Promptly following the designation of a record date and the declaration of a Distribution pursuant to this Section 4.01(a), the Managing Member shall give notice to each Member of the record date, the amount and the terms of the Distribution and the payment date thereof. In furtherance of the foregoing, it is intended that the Managing Member shall, to the extent permitted by applicable Law and hereunder, have the right in its sole discretion to cause the Company to make Distributions to the Members pursuant to this Section 4.01(a) in such amounts as shall enable Parent to pay dividends or to meet its obligations.

(b) Tax Distributions.

(i) On or about each date (a “Tax Distribution Date”) that is five (5) Business Days prior to each due date for a tax return of Parent, as determined without regard to extensions, or other date on which Parent is required to satisfy a tax liability (including as a result of any audit or other proceeding or pursuant to the Tax Receivable Agreement) or on which Gazelle Holdco is required to make a payment pursuant to the Tax Receivable Agreement, the Company shall be required to (x) make a Distribution through Gazelle Holdco and, if applicable, Intermediate Entities, to Parent such that Parent receives the amount required to enable Parent to meet its tax obligations, and to enable Gazelle Holdco to meet its obligations pursuant to the Tax Receivable Agreement, due on such date (a “Parent Tax Distribution”) and (y) make a Distribution to each other Member so that the Distributions made to Gazelle Holdco under clause (i) and the Distributions made to each other Member under this clause (ii) are in accordance with the Members’ respective Percentage Interests on the applicable Tax Distribution Date (a “Member Tax Distribution” and, together with Parent Tax Distributions, “Tax Distributions”).

(ii) The amount of any Tax Distribution to a Member pursuant to this Section 4.01(b) shall be treated as having been made pursuant to Section 4.01(a) and shall reduce on a dollar-for-dollar basis the amounts that otherwise would be distributed to the Members pursuant to Section 4.01(a).

Section 4.02 Restricted Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any Distribution if such Distribution when made in accordance with the other provisions of this Agreement would violate any applicable Law or cause a breach or default under any Specified Contract.

ARTICLE V

CAPITAL ACCOUNTS; ALLOCATIONS; TAX MATTERS

Section 5.01 Capital Accounts.

(a) A separate capital account (“Capital Account”) shall be maintained for each Member in accordance with Section 704(b) of the Code, and the Treasury Regulations promulgated thereunder including Treasury Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member as of the date hereof shall be the dollar value set forth opposite the Member’s name on the Schedule of Members.

(b) Subject to the provisions of Section 5.01(a) the Capital Account for each Member shall consist of the Member’s initial Capital Contribution (actual or deemed), increased by any additional Capital Contributions made by the Member, by the Member’s distributive share of Profits allocated pursuant to Section 5.02 and any items in the nature of income or gain which are specially allocated pursuant to Section 5.03, and by the Gross Liability Value of any Obligations which the Member assumes or is deemed to assume or which are secured by any Company property distributed to the Member, and decreased by the Member’s distributive share of Losses allocated pursuant to Section 5.02 and any items in the nature of loss or deduction which are specially allocated pursuant to Section 5.03, by any Distributions to the Member, and by the Gross

Liability Value of any Obligations of the Member which the Company assumes or is deemed to assume or which are secured by property contributed by the Member to the Company. A transferee of a Member’s Interest in the Company (or a portion thereof) shall succeed to the Capital Account of such Member (or the pro rata or other appropriate portion thereof, as applicable).

(c) No interest shall be paid on the initial Capital Contributions or on any subsequent Capital Contributions. No amount distributed pursuant to Section 4.01 of this Agreement shall constitute a payment under Code Section 707(a) or Section 707(c).

Section 5.02 Allocations. After giving effect to the allocations set forth in Section 5.03, Profits or Losses shall be allocated to the Members in accordance with each Member’s Percentage Interest.

Section 5.03 Regulatory Allocations. Notwithstanding anything to the contrary in Section 5.02, the following special allocations will apply.

(a) Except as otherwise provided in Treasury Regulations Section 1.704-2(f), notwithstanding any other provision of this ARTICLE V, if there is a net decrease in Company Minimum Gain during any Fiscal Period, each Member shall be specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that equals such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g)(2). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.03(a) is intended to comply with the minimum gain chargeback requirement in the Treasury Regulations and shall be interpreted consistently therewith.

(b) Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), notwithstanding any other provision of this ARTICLE V, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt during any Fiscal Period, each Member that has a share of the Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Period (and, if necessary, subsequent Fiscal Periods) in an amount that equals such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain that is attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant to such sentence. The items to be allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.03(b) is intended to comply with the minimum gain chargeback requirement in the Treasury Regulations and shall be interpreted consistently therewith.

(c) In accordance with Treasury Regulations Section 1.704-2(b)(1), any Nonrecourse Deductions for any Fiscal Period shall be specially allocated among the Members in accordance with the Members’ respective Percentage Interests.

(d) Any Member Nonrecourse Deductions for any Fiscal Period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i)(1) and (2).

(e) If any Member unexpectedly received any adjustments, allocations, or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), then items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the deficit balance in such Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as promptly as possible; provided that an allocation pursuant to this Section 5.03(e) shall be made only to the extent that a Member would have a deficit Adjusted Capital Account Balance in excess of such sum after all other allocations provided for in this ARTICLE V have been tentatively made as if this Section 5.03(e) were not in this Agreement. This Section 5.03(e) is intended to be a “qualified income offset” provision as described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(f) If any Member has a deficit Capital Account at the end of any Fiscal Period which is in excess of the sum of (i) the amount such Member is obligated to restore, if any, pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided that an allocation pursuant to this Section 5.03(f) shall be made only if and to the extent that a Member would have a deficit Capital Account in excess of such sum after all other allocations provided for in this ARTICLE V have been tentatively made as if Section 5.03(e) and this Section 5.03(f) were not in this Agreement.

(g) Pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to the extent an adjustment to the adjusted tax basis of any Company asset under Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Members in a manner that is consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Treasury Regulations.

(h) The allocations set forth in Section 5.03(a)-(g), inclusive (the “Regulatory Allocations”), are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss or deduction pursuant to this Section 5.03. Therefore, notwithstanding any other provision of this Section 5.03 (other than the Regulatory Allocations) to the contrary, the Managing Member shall make such offsetting special allocations of income, gain, loss or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement. In exercising its discretion, pursuant to this Section 5.03(h), the Managing Member will take into account future Regulatory Allocations that, although not yet made, are likely to offset other Regulatory Allocations previously made.

Section 5.04 Tax Allocations.

(a) Except as otherwise provided in Section 5.04(b), as of the end of each Fiscal Period, items of Company income, gain, loss, deduction, and expense shall be allocated for U.S. federal, state, and local income tax purposes among the Members in the same manner as the income, gain, loss, deduction, and expense of which such items are components were allocated to Capital Accounts pursuant to this ARTICLE V.

(b) In accordance with the principles of Code Sections 704(b) and 704(c) and the Treasury Regulations promulgated thereunder, Company income, gains, deductions, and losses with respect to any property contributed to the capital of the Company or Obligations of the Company shall be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for U.S. federal income tax purposes and its Fair Market Value or the adjusted issue price of such Obligation and its Book Value, using the “remedial method” described in Treasury Regulations Section 1.704-3(d) to the maximum extent permissible under Code Section 704(c) and the Treasury Regulations promulgated thereunder. If Company property is revalued in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f) at any time (and the Book Value of the Obligations of the Company are adjusted at the time of such revaluation), subsequent allocations of Company income, gains, deductions and losses with respect to such property’s revaluation and its adjusted basis (and the adjustment of such Obligation’s Gross Liability Value) for U.S. federal income tax purposes in the same manner as the variation is taken into consideration under Code Section 704(c) and the Treasury Regulations thereunder.

(c) The Managing Member agrees to allocate the “nonrecourse liabilities” of the Company for purposes of Treasury Regulations Section 1.752-3(a) in a manner that avoids the recognition by the Members of gain pursuant to Code Section 731(a) or reduces the aggregate recognition of such gain by the Members for the relevant Fiscal Period, provided that such allocation shall be subject to the approval of the Impala Holder, such approval not to be unreasonably withheld, conditioned or delayed.

Section 5.05 Indemnification and Reimbursement for Payments on Behalf of a Member. Except as otherwise provided in Section 5.20(e) of the Transaction Agreement, if the Company or any of its Subsidiaries is obligated to pay any amount to a Governmental Entity (or otherwise makes a payment to a Governmental Entity) that is specifically attributable to a Member or a Member’s status as such (including U.S. federal withholding taxes, state personal property taxes and state unincorporated business taxes, but excluding payments such as professional association fees and the like made voluntarily by the Company or any of its Subsidiaries on behalf of any Member based upon such Member’s status as an employee of the Company or any of its Subsidiaries), then such Member shall indemnify the Company or its Subsidiary in full for the entire amount paid (including interest, penalties and related expenses). The Managing Member may offset Distributions to which a Member is otherwise entitled under this Agreement against such Member’s obligation to indemnify the Company or its Subsidiary under this Section 5.05. A Member’s obligation to make contributions to the Company or any of its Subsidiaries under this

Section 5.05 shall survive the termination, dissolution, liquidation and winding up of the Company and its Subsidiaries, and for purposes of this Section 5.05, the Company and its Subsidiaries shall be treated as continuing in existence. Each Member hereby agrees to furnish to the Company or its Subsidiaries such information and forms as required or reasonably requested in order to comply with any laws and regulations governing withholding of tax or in order to claim any reduced rate of, or exemption from, withholding to which the Member is legally entitled. For the avoidance of doubt, if for any reason the Company or any of its Subsidiaries pays any amount pursuant to Section 6225 of the Code, or any corresponding provision of state or local law, the Member to which such payment is attributable shall be subject to the indemnification obligations of this Section 5.05.

ARTICLE VI

MANAGEMENT

Section 6.01 Authority of Managing Member.

(a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member and (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company. The Managing Member shall be the “Manager” of the Company for the purposes of the DLLCA. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Managing Member of all such powers and rights conferred on the Members by the DLLCA with respect to the management and control of the Company. Any vacancies in the position of Managing Member shall be filled in accordance with Section 6.04.

(b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Managing Member. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Managing Member and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Managing Member. The authority and responsibility of the Officers shall include such duties as the Managing Member may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The initial officers of the Company shall be those persons appointed and designated by the Managing Member on the date hereof. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Managing Member.

(c) The Managing Member shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Section 6.02 Actions of the Managing Member. The Managing Member may act through any Officer or through any other Person or Persons to whom authority and duties have been delegated pursuant to Section 6.07.

Section 6.03 Resignation; No Removal. The Managing Member may resign at any time by giving written notice to the Members. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Members, and the acceptance of the resignation shall not be necessary to make it effective. For the avoidance of doubt, the Members (other than Gazelle Holdco) have no right under this Agreement to remove or replace the Managing Member.

Section 6.04 Vacancies. Vacancies in the position of Managing Member occurring for any reason shall be filled by Gazelle Holdco (or, if Gazelle Holdco has ceased to exist without any successor or assign, then by the holders of a majority in interest of the voting capital stock of Gazelle Holdco immediately prior to such cessation). For the avoidance of doubt, the Members (other than Gazelle Holdco) have no right under this Agreement to fill any vacancy in the position of Managing Member.

Section 6.05 Transactions between the Company, the Managing Member and Affiliates. The Managing Member may cause the Company to contract and deal with any Subsidiary of the Company on such terms as the Managing Member, the Company or such Subsidiary, as applicable, shall determine. Except as expressly contemplated by this Agreement, the Managing Member shall not permit the Company or any of its Subsidiaries to contract or deal with any Affiliate of the Managing Member which is not a Subsidiary of the Company.

Section 6.06 Reimbursement for Expenses. The Managing Member shall not be compensated for its services as Managing Member of the Company except as expressly provided in this Agreement. The Members acknowledge and agree that Parent’s Common Stock will be publicly traded and therefore Parent will have access to the public capital markets and that such status and the services performed by Gazelle Holdco, the Intermediate Entities and/or Parent will inure to the benefit of the Company and all Members; therefore, Gazelle Holdco, the Intermediate Entities and/or Parent shall be reimbursed by the Company for any expenses of Parent being a public company (including public reporting obligations, proxy statements, stockholder meetings, stock exchange fees, board fees, transfer agent fees, SEC and FINRA filing fees and offering expenses (but not underwriter discounts, commissions or similar costs)) and maintaining its corporate existence, but excluding any liabilities for taxes. To the extent practicable, expenses incurred by Gazelle Holdco, the Intermediate Entities or Parent on behalf of or for the benefit of the Company shall be billed directly to and paid by the Company and, if and to the extent any reimbursements to Gazelle Holdco, the Intermediate Entities or Parent by the Company pursuant to this Section 6.06 constitute gross income to such Person (as opposed to the repayment of advances made by Parent on behalf of the Company), such amounts shall be treated as “guaranteed payments” to Gazelle Holdco within the meaning of Section 707(c) of the Code and shall not be treated as Distributions for purposes of computing the Members’ Capital Accounts.

Section 6.07 Delegation of Authority. The Managing Member (a) may, from time to time, delegate to one or more Persons such authority and duties as the Managing Member may deem advisable, and (b) may assign titles (including chief executive officer, president, chief executive officer, chief financial officers, chief operating officer, vice president, secretary, assistant secretary, treasurer or assistant treasurer) and delegate certain authority and duties to such Persons as the same may be amended, restated, supplemented and/or otherwise modified from time to time. Any number of titles may be held by the same individual. The salaries or other compensation, if any, of such agents of the Company shall be fixed from time to time by the Managing Member, subject to the other provisions in this Agreement.

Section 6.08 Limitation of Liability of Managing Member.

(a) Except as otherwise provided herein or in an agreement entered into by such Person and the Company, neither the Managing Member nor any of the Managing Member’s Affiliates (including Parent and Intermediate Entities) shall be liable to the Company or to any Member that is not the Managing Member for any act or omission performed or omitted by the Managing Member in its capacity as the sole managing member of the Company pursuant to authority granted to the Managing Member by this Agreement or the DLLCA; provided, however, that, except as otherwise provided herein, such limitation of liability shall not apply to the extent the act or omission was attributable to the Managing Member’s gross negligence, willful misconduct, bad faith or knowing violation of Law or for any present or future breaches of any representations, warranties or covenants by the Managing Member or its Affiliates contained herein or in the other agreements with the Company. The Managing Member may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and shall not be responsible for any misconduct or negligence on the part of any such agent (so long as such agent was selected in good faith and with reasonable care). The Managing Member shall be entitled to rely upon the advice of legal counsel, independent public accountants and other experts, including financial advisors, and any act of or failure to act by the Managing Member in good faith reliance on such advice shall in no event subject the Managing Member to liability to the Company or any Member that is not the Managing Member.

(b) Whenever in this Agreement the Managing Member is permitted or required to take any action or to make a decision in its “sole discretion” or “discretion,” or under a grant of similar authority or latitude, the Managing Member shall be entitled to consider such interests and factors as it desires, including its own interests, and shall, to the fullest extent permitted by applicable Law, have no duty or obligation to give any consideration to any interest of or factors affecting the Company or other Members (provided that, for the avoidance of doubt, nothing in this Section 6.08(b) shall limit or otherwise affect the obligations of the parties under the Governance Agreement).

(c) Whenever in this Agreement the Managing Member is permitted or required to take any action or to make a decision in its “good faith” or under another express standard, the Managing Member shall act under such express standard and, to the extent permitted by applicable Law, shall not be subject to any other or different standards imposed by this Agreement or any other agreement contemplated herein, and, notwithstanding anything contained herein to the contrary, so long as the Managing Member acts in good faith, the resolution, action or terms so made, taken or provided by the Managing Member shall not constitute a breach of this Agreement

or impose liability upon the Managing Member or any of the Managing Member’s Affiliates (provided that, for the avoidance of doubt, nothing in this Section 6.08(c) shall limit or otherwise affect the obligations of the parties under the Governance Agreement).

Section 6.09 Investment Company Act. The Members shall use their respective best efforts to ensure that the Company shall not be subject to registration as an investment company pursuant to the Investment Company Act.

Section 6.10 Outside Activities of the Managing Member. The Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, or own any assets or incur any liabilities, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by Parent, Intermediate Entities, the Managing Member or any of their Affiliates pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, in the same form and on terms no less favorable to the Company than the terms on which such financing was obtained by Parent, Intermediate Entities, the Managing Member or their applicable Affiliate.

ARTICLE VII

RIGHTS AND OBLIGATIONS OF MEMBERS

Section 7.01 Limitation of Liability and Duties of Members.

(a) Except as provided in this Agreement or in the DLLCA, no Member (including the Managing Member) shall be obligated personally for any debts, obligation or liability solely by reason of being a Member or acting as the Managing Member of the Company. Notwithstanding anything contained herein to the contrary, the failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business and affairs under this Agreement or the DLLCA shall not be grounds for imposing personal liability on the Members for liabilities of the Company.

(b) In accordance with the DLLCA and the laws of the State of Delaware, a Member may, under certain circumstances, be required to return amounts previously distributed to such Member. To the extent that a Member may be obligated under the DLLCA or other Delaware law to return to or for the benefit of the Company any Distribution made by the Company to or for the benefit of such Member, to the fullest extent permitted by Law, such obligation shall be deemed to be compromised within the meaning of Section 18-502(b) of the DLLCA so that, except as required by Law, the Members to whom money or property is distributed shall not be obligated to return such money or property to the Company or any other Person. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, any Member is obligated to make any such payment, such obligation shall be the obligation of such Member and not of any other Member.

Section 7.02 Lack of Authority. No Member, other than the Managing Member or a duly appointed Officer, in each case in its capacity as such, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company or to make any expenditure on behalf of the Company. The Members hereby consent to the exercise by the Managing Member and the Officers of the powers conferred on them by Law and this Agreement.

Section 7.03 No Right of Partition. No Member, other than the Managing Member, shall have the right to seek or obtain partition by court decree or operation of Law of any Company property, or the right to own or use particular or individual assets of the Company.

Section 7.04 Indemnification.

(a) Generally. The Company shall indemnify any Person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding including any appeal therefrom (a “Proceeding”), whether civil, criminal, administrative or investigative, whether brought in the name of the Company or otherwise, by reason of the fact that he or she is or was or has agreed to become a manager, officer or employee of the Company, or while a manager, officer or employee of the Company is or was serving or has agreed to serve at the request of the Company as a director, manager, officer, employee or agent of another corporation, partnership, limited liability company, not-for-profit entity, joint venture, trust or other enterprise including service with respect to an employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity or (in the case of a present or former manager, officer, employee or agent) in any other capacity while serving as a manager, officer, employee or agent, and may indemnify any Person who was or is a party or is threatened to be made a party to such a Proceeding by reason of the fact that he or she is or was or has agreed to become an agent of the Company, or while an agent of the Company is or was serving or has agreed to serve at the request of the Company as a manager, officer, employee or agent of another corporation, partnership, limited liability company, not-for-profit entity, joint venture, trust or other enterprise including service with respect to an employee benefit plan, against expenses (including attorneys’ fees), liabilities, loss, ERISA excise taxes or penalties, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than such law permitted the Company to provide prior to such amendment). Notwithstanding the foregoing, but subject to Section 7.04(e), the Company shall not be obligated to indemnify a manager, officer or employee of the Company in respect of a Proceeding (or part thereof) instituted by such Person, unless such Proceeding (or part thereof) has been authorized by the Managing Member.

(b) Successful Defense. To the extent that a present or former manager, officer or employee of the Company has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 7.04(a) hereof or in defense of any claim, issue or matter therein, such Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Person in connection therewith.

(c) Determination that Indemnification is Proper. Any indemnification of a present or former manager, officer or employee of the Company under Section 7.04(a) hereof (unless ordered by a court) shall be made by the Company upon a determination that indemnification of the present or former manager, officer or employee is proper in the circumstances because he or she has met the applicable standard of conduct required by Delaware law to be indemnified. Any indemnification of a present or former agent of the Company under Section 7.04(a) hereof (unless ordered by a court) may be made by the Company upon a determination that indemnification of the present or former agent is proper in the circumstances because he or she has met the applicable standard of conduct required by Delaware law to be indemnified. Any such determination shall be made, with respect to a Person who is a manager or officer at the time of such determination by the Managing Member.

(d) Advance Payment of Expenses. Expenses (including attorneys’ fees) incurred by a current or former manager or officer in defending any civil, criminal, administrative or investigative Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding; provided, however, that an advancement of expenses incurred by a current manager or officer in his or her capacity as a manager or officer (and not in any other capacity in which service was rendered by such manager or officer) shall be made only upon delivery to the Company of an undertaking by or on behalf of such manager or officer to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such manager or officer is not entitled to be indemnified for such expenses under this Section 7.04(d) or otherwise. Such expenses (including attorneys’ fees) incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Company deems appropriate. The Managing Member may authorize the Company’s counsel to represent such manager, officer, employee or agent in any Proceeding, whether or not the Company is a party to such Proceeding.

(e) Procedure for Indemnification. Any indemnification of a manager, officer or employee under Sections 7.04(a) and (b), or advance of costs, charges and expenses to a present or former manager or officer under Section 7.04(d), shall be made promptly, and in any event within thirty (30) days, upon the written request of such Person. If the Company denies a written request for indemnity or advancement of expenses, in whole or in part, or if payment in full pursuant to such request is not made within thirty (30) days, the right to indemnification or advances as granted by this Section 7.04 shall be enforceable by the manager, officer or employee in any court of competent jurisdiction. Such Person’s costs and expenses (a) incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such Proceeding, or (b) incurred in connection with successfully defending, in whole or in part, a suit brought by the Company to recover an advancement of expenses pursuant to an undertaking, shall also be indemnified by the Company. (i) It shall be a defense to any such Proceeding brought by a Person seeking to enforce his or her right to indemnification (but shall not be a defense in an action brought to enforce a claim for the advancement of costs, charges and expenses under Section 7.04(d) where the required undertaking, if any, has been received by the Company), and (ii) the Company shall be entitled to recover an advancement of expenses pursuant to an undertaking upon a final adjudication of an action for such recovery, that the claimant has not met the standard of conduct required by Delaware law to be indemnified, but the burden of proving the failure to meet such standard of conduct shall be on the Company. Neither the failure of the Company (including its mangers, its independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the

circumstances because he or she has met the applicable standard of conduct required by Delaware law to be indemnified, nor the fact that there has been an actual determination by the Company (including its managers, its independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct.

(f) Survival; Preservation of Other Rights. The foregoing indemnification and advancement provisions shall be deemed to be a contract between the Company and each Person who is or was or has agreed to become a manager, officer or employee who serves in any such capacity at any time while these provisions as well as the relevant provisions of the DLLCA are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any Proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a “contract right” may not be modified retroactively without the consent of such manager, officer or employee.

The indemnification and advancement of expenses provided by this Section 7.04 shall not be deemed exclusive of any other rights to which those indemnified or advanced expenses may be entitled under any agreement, vote of Members or managers or otherwise, both as to action in such Person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a Person who has ceased to be a manager, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such Person.

(g) Insurance. The Company may purchase

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TRANSACTION AGREEMENT by and among INTERNATIONAL PAPER COMPANY, GRAPHIC PACKAGING HOLDING COMPANY, GAZELLE NEWCO LLC and GRAPHIC PACKAGING INTERNATIONAL, INC. Dated as of October 23, 2017