0001193125-20-227198 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT (Delaware corporation)
Form of Indemnification Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Delaware

This Indemnification Agreement (this “Agreement”), made and entered into as of the [•] day of [•], 2020, by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”) and [•] (“Indemnitee”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • New York

This REGISTRATION RIGHTS AGREEMENT, dated as of [•] (this “Agreement”), is by and between Pactiv Evergreen Inc., a Delaware corporation (the “Company”) and Packaging Finance Limited, a company incorporated pursuant to the laws of New Zealand (“PFL”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
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MASTER SUPPLY AGREEMENT
Master Supply Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

MASTER SUPPLY AGREEMENT (the “Agreement”) dated November 1, 2019 (the “Effective Date”) between REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company with its headquarters at 1900 West Field Court, Lake Forest, IL 60045 (“Seller”), and PACTIV LLC, a Delaware limited liability company with its headquarters at 1900 West Field Court, Lake Forest, IL 60045 (“Buyer”). Seller and Buyer are referred to individually at times as a “Party” and collectively at times as the “Parties”.

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
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WAREHOUSING AND FREIGHT SERVICES AGREEMENT
Warehousing and Freight Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

This Warehousing and Freight Services Agreement (referred to herein as the “Agreement”) is made as of November 1, 2019 (“Effective Date”) by and between Reynolds Consumer Products LLC, a Delaware limited liability company with its principal place of business at 1900 West Field Court, Lake Forest, IL 60045 (referred to at times as “Reynolds”) and Pactiv LLC, a Delaware limited liability company with offices at 1900 West Field Court, Lake Forest, IL 60045 (referred to at times as “Pactiv”). Reynolds and Pactiv are each referred at times in this Agreement individually as a “Party” and collectively as the “Parties”.

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July 8, 2019 John Rooney CEO, Evergreen Packaging Re: Retention Agreement (Part 1) Dear John,
Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags • Illinois

We are pleased to offer you (“you” or “Employee”) this retention bonus agreement (the “Agreement”) related to your continued service to Evergreen Packaging (the “Company”).

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EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

Employment Agreement (“Agreement”) dated as of Feb 20, 2017 (the “Effective Date”), between Evergreen Packaging Inc., a Delaware corporation (“Employer”), and John Rooney (“Executive”).

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STOCKHOLDERS AGREEMENT dated as of among PACTIV EVERGREEN INC. and PACKAGING FINANCE LIMITED
Stockholders Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • New York
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July 17, 2019 Mike Ragen CFO / COO, Pactiv Re: Retention Agreement Dear Mike,
Retention Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

We are pleased to offer you (“you” or “Employee”) this retention bonus agreement (the “Agreement”) related to your continued service to Pactiv (the “Company”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Amended and Restated Employment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

Employment Agreement (“Agreement”) dated as of July 8, 2019, between Reynolds Consumer Products LLC (the “Company”) and Lance Mitchell (“Employee”).

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July 8, 2019 Lance Mitchell CEO, Reynolds Consumer Products Re: Retention Agreement Dear Lance,
Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags • Illinois

We are pleased to offer you (“you” or “Employee”) this retention bonus agreement (the “Agreement”) related to your continued service to Reynolds Consumer Products (the “Company”).

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AMENDED AND RESTATED LEASE AGREEMENT
Amended and Restated Lease Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

Amended and Restated Lease Agreement (this “Lease”) dated as of January 1, 2020, between PACTIV LLC, a Delaware limited liability company (“Landlord”), and REYNOLDS CONSUMER PRODUCTS LLC, a Delaware limited liability company (“Tenant”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

TRANSITION SERVICES AGREEMENT (the “Agreement”) dated as of , 2020, between Rank Group Limited, a company organized under the laws of New Zealand (“Rank”) and Pactiv Evergreen Inc., a Delaware corporation, (the “Company” or “PEI”). Each Party or any of its Affiliates providing services hereunder shall be a “Provider,” and each Party or any of its Affiliates receiving services hereunder shall be a “Recipient.”

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TAX MATTERS AGREEMENT by and among REYNOLDS GROUP HOLDINGS LIMITED, REYNOLDS GROUP HOLDINGS INC. and GRAHAM PACKAGING COMPANY INC. Dated as of [ ], 2020
Tax Matters Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [ ], 2020 by and among Reynolds Group Holdings Limited, a New Zealand limited company (“RGHL”), Reynolds Group Holdings Inc., a Delaware corporation (“RGHI”) and Graham Packaging Company Inc., a Delaware corporation (“GPC”).

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July 3, 2019 John McGrath CEO, Pactiv Re: Retention Agreement (Part 1) Dear John,
Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags • Illinois

We are pleased to offer you (“you” or “Employee”) this retention bonus agreement (the “Agreement”) related to your continued service to Pactiv (the “Company”).

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TO: JOHN McGRATH FROM: STEVE ESTES DATE: July 16, 2019 SUBJECT: MODIFIED SEVERANCE AGREEMENT
Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags

This memo reflects the agreement reached between employee and company regarding eligibility for a modified severance should employee serve out his term of employment through December 31, 2021 or June 30, 2022.

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IT LICENSE USAGE AGREEMENT
It License Usage Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois

IT LICENSE USAGE AGREEMENT (the “Agreement”) dated as of August 4, 2020, (the “Effective Date”) between Rank Group Limited, a company organized under the laws of New Zealand (“Rank”), Graham Packaging Company Inc., a Delaware corporation, (“GPC”) and Reynolds Group Holdings Limited, a company organized under the laws of New Zealand (“RGHL”) (Rank, GPC and RGHL each a “Party” and collectively, the “Parties”).

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TO: JOHN McGRATH FROM: STEVE ESTES DATE: July 16, 2019 SUBJECT: HOUSE LEASE
Pactiv Evergreen Inc. • August 24th, 2020 • Plastics, foil & coated paper bags

This memo reflects the agreement reached between employee and company regarding your home lease in the Lake Forest, IL area.

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags

Amendment to Employment Agreement dated as of July 11, 2019, between Evergreen Packaging Inc. (the “Company”) and John Rooney (“Executive”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • August 24th, 2020 • Pactiv Evergreen Inc. • Plastics, foil & coated paper bags • Illinois
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