0001393066-19-000002 Sample Contracts

RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR CASH-SETTLED RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of [insert date of grant] (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).

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RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED RESTRICTED STOCK UNIT AGREEMENT
Forest Products Equity Incentive Plan Stock Settled Restricted Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT, dated as of [November __], 20__, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR CASH-SETTLED DEFERRED STOCK UNIT AGREEMENT
Resolute Forest Products Equity Incentive • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS DEFERRED STOCK UNIT AGREEMENT, dated as of [Insert date of grant] (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and [insert name] (“Participant”).

RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN STOCK SETTLED PERFORMANCE STOCK UNIT AGREEMENT
Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills • Delaware

THIS PERFORMANCE STOCK UNIT AGREEMENT, dated as of [November __], 20__, (the “Date of Grant”) is made by and between Resolute Forest Products Inc., a Delaware corporation (the “Company”), and «FIRST» «LAST» (“Participant”).

AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills

This Amendment, effective [insert date], 2019 to the Director Restricted Stock Unit Agreements (the “Agreements”) dated as of February 15, 2016 and February 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills

This Amendment, effective [insert date], 2018 to the Restricted Stock Unit Agreements (the “Agreements”) dated as of November 9, 2015, November 14, 2016 and November 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

Re: Agreement between Jo-Ann Longworth and Resolute FP Canada Inc.
Resolute Forest Products Inc. • March 1st, 2019 • Paper mills
NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills

This NOTE PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of December 21, 2018, by and between Resolute Forest Products Inc. (the “Company”), and the investors listed in Schedule I affixed hereto (collectively, the “Noteholders” and each, a “Noteholder”).

AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN DIRECTOR DEFERRED STOCK UNIT AGREEMENT
Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills

This Amendment, effective [insert date], 2019 to the Director Deferred Stock Unit Agreements (the “Agreements”) dated as of February 15, 2016 and February 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

AMENDMENT TO THE RESOLUTE FOREST PRODUCTS EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT AGREEMENT
Plan Performance Stock Unit Agreement • March 1st, 2019 • Resolute Forest Products Inc. • Paper mills

This Amendment, effective [insert date], 2018 to the Performance Stock Unit Agreements (the “Agreements”) dated as of November 9, 2015, November 14, 2016 and November 13, 2017 is made between Resolute Forest Products Inc., a Delaware corporation (the “Company”) and [Participant Name]. This Amendment is included in and made part of the respective Agreements.

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