Exhibit 10.1

Execution Copy

GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

Dated as of January 1, 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

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GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “ Agreement ”), dated as of January 1, 2018, is entered into by and among Graphic Packaging International Partners, LLC (f/k/a 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, Graphic Packaging 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 executed a Limited Liability Company Agreement dated as of October 19, 2017 (the “ Formation Date ”) in accordance with the DLLCA (the “ Original LLC Agreement ”);

WHEREAS, Parent has caused GPI Holding III, LLC, 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 amend and restate the Original LLC Agreement pursuant to that certain Amended and Restated Limited Liability Company Agreement dated as of December 15, 2017 (the “ Amended and Restated LLC Agreement ”);

WHEREAS, the parties hereto desire to continue the Company and to amend and restate the Amended and Restated 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.

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“ 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.

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“ 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.

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“ 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.

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“ 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, LLC (f/k/a Graphic Packaging International, Inc.), a Delaware limited liability company.

“ 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) .

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“ 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.

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“ 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.

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“ 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) .

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“ 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) .

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“ 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.

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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 “Graphic Packaging International Partners, 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 251 Little Falls Drive, Wilmington, DE 19808 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.

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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

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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;

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(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

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(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 of 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 or other Equity Securities of Parent in connection with the exercise or settlement of such rights, warrants, options or other rights or property.

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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

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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.

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(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

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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.

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(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

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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.

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(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

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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

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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.

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(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.

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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

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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

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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.

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(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

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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 and maintain insurance on behalf of any Person who is or was or has agreed to become a manager, officer, employee or agent of the Company, or is or was serving at the request of the Company as a manager, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such Person and incurred by such Person or on such Person’s behalf in any such capacity, or arising out of such Person’s status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of this Section  7.04 .

(h) Severability . If this Section  7.04 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify each manager, officer or employee and may indemnify each agent of the Company as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to a Proceeding, whether civil, criminal, administrative or investigative, including a Proceeding by or in the right of the Company, to the fullest extent permitted by any applicable portion of this Section  7.04 that shall not have been invalidated and to the fullest extent permitted by applicable law

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Section 7.05 Members Right to Act . For matters that require the approval of the Members, the Members shall act through meetings and written consents as described in paragraphs (a) and (b) below:

(a) Except as otherwise expressly provided by this Agreement, acts by the Members holding a majority of the Voting Units (which shall in all cases include the Managing Member) voting together as a single class, shall be the acts of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another Person or Persons to act for it by proxy. An electronic mail or similar transmission by the Member, or a photographic, facsimile or similar reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section  7.05(a) . No proxy shall be voted or acted upon after eleven (11) months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and that the proxy is coupled with an interest. Should a proxy designate two or more Persons to act as proxies, unless that instrument shall provide to the contrary, a majority of such Persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or, if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, the Company shall not be required to recognize such proxy with respect to such issue if such proxy does not specify how the votes that are the subject of such proxy are to be voted with respect to such issue.

(b) The actions by the Members permitted hereunder may be taken at a meeting called by the Managing Member or by the Members holding a majority of the Voting Units entitled to vote on such matter on at least five (5) Business Days’ prior written notice to the other Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called. The actions taken by the Members entitled to vote or consent at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Members entitled to vote or consent as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Members entitled to vote or consent may be taken by vote of the Members entitled to vote or consent at a meeting or by written consent, so long as such consent is signed by Members having not less than the minimum number of Units that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted. Prompt notice of the action so taken, which shall state the purpose or purposes for which such consent is required and may be delivered via email, without a meeting shall be given to those Members entitled to vote or consent who have not consented in writing; provided , however , that the failure to give any such notice shall not affect the validity of the action taken by such written consent. Any action taken pursuant to such written consent of the Members shall have the same force and effect as if taken by the Members at a meeting thereof.

Section 7.06 Inspection Rights . The Managing Member may, but shall not be required to, permit any Member and each of its designated representatives to (i) visit and inspect any of the properties of the Company and its Subsidiaries, all at reasonable times and upon reasonable notice, (ii) examine the corporate and financial records of the Company or any of its Subsidiaries and

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make copies thereof or extracts therefrom, or (iii) consult with the Managing Members, Officers, employees and independent accountants of the Company or any of its Subsidiaries concerning the affairs, finances and accounts of the Company or any of its Subsidiaries. The presentation of an executed written consent of the Managing Member by any Member to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with such Persons and their respective designated representatives. No Member, unless permitted by the Managing Member, shall have any inspection rights under Section 18-305 of the DLLCA.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS, AFFIRMATIVE COVENANTS

Section 8.01 Records and Accounting . The Company shall keep, or cause to be kept, appropriate books and records with respect to the Company’s business, including all books and records necessary to provide any information, lists and copies of documents required to be provided pursuant to applicable Laws. All matters concerning (a) the determination of the relative amount of allocations and Distributions among the Members pursuant to ARTICLE III and ARTICLE IV and (b) accounting procedures and determinations, and other determinations not specifically and expressly provided for by the terms of this Agreement, shall be determined by the Managing Member, whose determination shall be final and conclusive as to all of the Members absent manifest clerical error.

Section 8.02 Fiscal Year . The Fiscal Year of the Company shall end on December 31 of each year or such other date as may be established by the Managing Member.

ARTICLE IX

TAX MATTERS

Section 9.01 Preparation of Tax Returns .

(a) The Managing Member shall be responsible for the preparation and timely filing of all tax returns required to be filed by the Company, including arranging for the preparation of such tax return by an accounting firm or other qualified adviser. The cost of such preparation and filing shall be borne by the Company.

(b) Except as explicitly set forth in this Agreement, the Managing Member shall make any decisions with respect to tax elections or other decisions relating to taxes of the Company; provided that the Managing Member shall ensure that, effective with respect to the first Exchange (as defined in the Exchange Agreement) and continuing throughout the term of this Agreement, the Company and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law); and provided , further , however , that in the case of any election that could reasonably be expected to have an adverse effect on Impala that is material and disproportionate as to its effect on Impala (as compared to its effect on Parent), such election shall not be made without the consent of Impala, which consent shall not be unreasonably withheld or delayed. The Managing Member shall cause

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the Company to furnish to each Member (i) as soon as reasonably practicable after the close of each Fiscal Year such information concerning the Company as is reasonably required for the preparation of such Member’s income tax returns and (ii) as soon as reasonably practicable after the close of each of the Company’s first three fiscal quarters of each Fiscal Year, such information concerning the Company as is reasonably required to enable the Member to calculate and pay estimated taxes, and (iii) information (including a Schedule K-1 and any comparable foreign, state and local tax forms, and book and tax basis information for the Company’s assets sufficient to allow such Member to satisfy its own obligations and make its own computations, allocations and adjustments under Sections 704(b), 704(c) and 754 of the Code) as shall be necessary to enable each Member to prepare its income tax returns and shall provide such information no later than five Business Days after the filing of the Company’s appropriate tax returns.

Section 9.02 Tax Controversies . The Managing Member is hereby designated as the “partnership representative” of the Company (the “ Partnership Representative ”) for purposes of Section 6223 of the Code and all applicable non-U.S. tax purposes. The Partnership Representative shall have the right to designate the individual or individuals through whom the Partnership Representative will act. In the event of any examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, the Managing Member shall control the conduct of such examinations at the Company’s expense and shall expend Company funds for professional services reasonably incurred in connection therewith; provided, that the Managing Member shall promptly provide each other Member a written notice informing the Members that the Company or any of its Subsidiaries, as applicable, is the subject of an examination by a tax authority with respect to a material tax return or that could result in a material amount of taxes (including taxes imposed on Members), shall keep each other Member reasonably informed of material developments relating to such examination and not settle such examination, to the extent relating to a matter that could reasonably be expected to have an adverse effect on any Member that is material and disproportionate as to its effect on other Members or their Affiliates, without the consent of such adversely affected Member, which consent shall not be unreasonably withheld or delayed; provided that in no event shall the Partnership Representative settle any examination without the consent of Impala if such settlement relates to the treatment of Impala’s transfer of assets and liabilities to the Company. Unless otherwise approved by all Members, in the event of an audit by the IRS, the Partnership Representative shall make, on a timely basis, the election provided by Section 6226(a) of the Code, and any corresponding elections applicable for state and local tax purposes, to treat a “partnership adjustment” as an adjustment to be taken into account by each Member in accordance with Section 6226(b) of the Code. For the avoidance of doubt, it is the intent of the Members that the Company be required to pay no amount pursuant to Section 6225 of the Code, or pursuant to any corresponding provision of state or local Law, but if the Company does pay such an amount then the provisions of Section  5.05 shall apply.

Section 9.03 Member Tax Matters . Each Member agrees that such Member shall not, except as otherwise required by applicable Law, treat, on such Member’s separate income tax returns, any item of income, gain, loss, deduction or credit relating to such Member’s interest in the Company in a manner inconsistent with the treatment of such item by the Company as reflected in the Form K-1 or other information statement furnished by the Company to such Member pursuant to Section  9.01 .

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ARTICLE X

RESTRICTIONS ON TRANSFER OF UNITS; PREEMPTIVE RIGHTS

Section 10.01 Transfers by Members . No Holder may Transfer or permit the Transfer of any interest in any Units, except Transfers (a) pursuant to and in accordance with the Exchange Agreement, (b) pursuant to and in accordance with Section  10.02 , or (c) approved in writing by the Managing Member provided that the Managing Member shall not approve a Transfer by itself or any of its Affiliates (other than pursuant to the Drag-Along Right) for consideration other than cash. Notwithstanding the foregoing, “Transfer” shall not include (A) an event that terminates the existence of a Member for income tax purposes (including a change in entity classification of a Member under Treasury Regulations Section 301.7701-3, termination of a partnership pursuant to Section 708(b)(1)(B) of the Code, a sale of assets by, or liquidation of, a Member pursuant to an election under Sections 336 or 338 of the Code, or merger, severance, or allocation within a trust or among sub-trusts of a trust that is a Member), but that does not in each case terminate the existence of such Member under applicable state law (or, in the case of a trust that is a Member, does not terminate the trusteeship of the fiduciaries under such trust with respect to all the Company Interests of such trust that is a Member), (B) transfers of publicly-traded Equity Securities of Parent by holders of such Equity Securities, or (C) transfers of publicly-traded Equity Securities of Impala by holders of such Equity Securities.

Section 10.02 Permitted Transfers . The restrictions contained in Section  10.01 shall not apply to any Transfer (each, together with any Transfer pursuant to and in accordance with the Exchange Agreement, a “ Permitted Transfer ”) pursuant to (i) a Transfer by a Member to Parent or any of its Subsidiaries, (ii)  Section  10.05 or (iii) a Transfer to an Affiliate of such Member for so long as the transferee remains an Affiliate of such Member; provided , however , that (A) the restrictions contained in this Agreement will continue to apply to Units after any Permitted Transfer of such Units, and (B) in the case of the foregoing clause (iii), the transferees of the Units so Transferred shall agree in writing to be bound by the provisions of this Agreement and the Exchange Agreement, the transferor will deliver a written notice to the Company and the Members, which will disclose in reasonable detail the identity of the proposed transferee. If a Member Transfers Units pursuant to the foregoing clause (iii) and, while the Transferee continues to hold any Units, such Permitted Transferee ceases to qualify as an Affiliate in relation to the initial Transferor Member from which such Permitted Transferee received such Units (directly or indirectly through a series of Transfers) pursuant to such clause (iii)) (an “ Unwinding Event ”), then the relevant initial Transferor shall (1) promptly notify the other Members and the Company of the pending occurrence of such Unwinding Event and (2) Transfer of all of the Units held by the relevant Permitted Transferee either back to such initial Transferor or to another Person who qualifies as an Affiliate of such initial Transferring, in each case subject to Section  10.04 . A “ Permitted Transferee ” is a Transferee of a Permitted Transfer contemplated by clauses (i) and (iii) of the first sentence of this Section  10.02 .

Section 10.03 Restricted Units Legend . The Units have not been registered under the Securities Act and, therefore, in addition to the other restrictions on Transfer contained in this Agreement, cannot be sold or transferred except pursuant to an effective registration statement under the Securities Act or an exemption from registration thereunder. To the extent such Units have been certificated, each certificate evidencing Units and each certificate issued in exchange for or upon the Transfer of any Units (if such securities remain Units as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

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“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON JANUARY 1, 2018, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ ACT ”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER SPECIFIED IN THE LIMITED LIABILITY COMPANY AGREEMENT OF GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC, AS MAY BE AMENDED AND MODIFIED FROM TIME TO TIME, AND GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO ANY TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

The Company shall imprint such legend on certificates (if any) evidencing Units. The legend set forth above shall be removed from the certificates (if any) evidencing any units which cease to be Units in accordance with the definition thereof.

Section 10.04 Transfer . Prior to Transferring any Units (other than Transfers to the Company pursuant to the Exchange Agreement or Transfers pursuant to Section  10.05 ), the Transferring Holder shall cause the prospective Transferee to be bound by this Agreement as provided in Section  10.02 and any other agreements (including the Exchange Agreement, the Registration Rights Agreement and the Governance Agreement) executed by the Holders and relating to such Units in the aggregate (collectively, the “ Other Agreements ”), and shall cause the prospective Transferee to execute and deliver to the Company and the other Holders counterparts of this Agreement and any applicable Other Agreements. Any Transfer or attempted Transfer of any Units in violation of any provision of this Agreement (including any prohibited indirect Transfers) (a) shall be void, and (b) the Company shall not record such Transfer on its books or treat any purported Transferee of such Units as the owner of such securities for any purpose.

Section 10.05 Drag Along Rights and Tag Along Rights .

(a) If at any time the Managing Member and/or its Affiliates desire to Transfer in one or a series of related transactions all of its and their Company Interests (an “ Applicable Sale ”), the Managing Member may require each Holder to sell all of its Company Interests on the same terms and conditions (“ Drag-Along Right ”) in such Applicable Sale, provided that if any of the consideration to be received in such Applicable Sale is not cash, each Holder will have the right to elect to receive cash consideration for each of its Company Interests equal to the Fair Market Value of the consideration payable to the Managing Member for each such Company Interest. The Managing Member may in its sole discretion elect to cause the Managing Member and/or the Company to structure the Applicable Sale as a merger, share exchange, consolidation or other

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combination of the Company with or into another entity, including involving the Parent or an Intermediate Entity, or as a sale of the Company’s assets. Each Holder agrees to consent to, and raise no objections against, an Applicable Sale. In the event of the exercise by the Managing Member of its Drag-Along Right pursuant to this  Section 10.05 , each Holder shall take all reasonably necessary and desirable actions approved by the Managing Member in connection with the consummation of the Applicable Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to provide customary and reasonable representations, warranties, indemnities, covenants, conditions and other agreements relating to such Applicable Sale and to otherwise effect the transaction;  provided ,  however , that (A) such Holders shall not be required to give disproportionately greater representations, warranties, indemnities or covenants than the Managing Member or its Affiliates, (B) such Holders shall not be obligated to bear any share of the out-of-pocket expenses, costs or fees (including attorneys’ fees) incurred by the Company or its Affiliates in connection with such Applicable Sale unless and to the extent that such expenses, costs and fees were incurred for the benefit of the Company or all of its Holders, (C) such Holders shall not be obligated or otherwise responsible for more than their proportionate share of any indemnities or other liabilities incurred by the Company and the Holders as sellers in respect of such Applicable Sale, (D) any indemnities or other liabilities approved by the Managing Member shall be limited, in respect of each Holder, to such Holder’s share of the proceeds from the Applicable Sale, and (E) such Holders shall not be required to agree to any non-competition or non-solicitation covenants.

(b) At least five (5) Business Days before consummation of an Applicable Sale, the Managing Member shall (i) provide the Holders written notice (the “ Applicable Sale Notice ”) of such Applicable Sale, which notice shall contain (A) the name and address of the third party purchaser, (B) the proposed purchase price, terms of payment and other material terms and conditions of such purchaser’s offer, together with a copy of any binding agreement with respect to such Applicable Sale and (C) notification of whether or not the Managing Member has elected to exercise its Drag-Along Right and (ii) promptly notify the Members and Assignees of all proposed changes to such material terms and keep the Holders reasonably informed as to all material terms relating to such sale or contribution, and promptly deliver to the Holders copies of all final material agreements relating thereto not already provided in according with this  Section 10.05(b)  or otherwise. The Managing Member shall provide the Holders written notice of the termination of an Applicable Sale within five (5) Business Days following such termination, which notice shall state that the Applicable Sale Notice served with respect to such Applicable Sale is rescinded.

(c) If at any time the Managing Member and/or its Affiliates desire to Transfer in one or more transactions any portion of its and/or their Company Interests (a “ Tag-Along Sale ”), each Holder may sell the same ratable share of its Company Interests as is being sold by the Managing Member and such Affiliates (based upon the total Company Interests held by the Managing Member and its Affiliates at such time) on the same terms and conditions (“ Tag-Along Right ”) in such Tag-Along Sale. In the event of the exercise by any Holder of its Tag-Along Right pursuant to this  Section 10.05(c) , the Managing Member shall take all reasonably necessary and desirable actions in connection with the consummation of the Tag-Along Sale to allow such Holders to exercise their Tag-Along Rights. The procedures with respect to a Tag-Along Sale shall be the same as those set forth in Section  10.05(b) .

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Section 10.06 Assignee ’ s Rights.

(a) The Transfer of a Company Interest in accordance with this Agreement shall be effective as of the date of its Transfer (assuming compliance with all of the conditions to such Transfer set forth herein), and such Transfer shall be shown on the books and records of the Company. Profits, Losses and other Company items shall be allocated between the transferor and the Assignee according to Section 706 of the Code, using any permissible method as determined in the reasonable discretion of the Managing Member. Distributions made before the effective date of such Transfer shall be paid to the transferor, and Distributions made after such date shall be paid to the Assignee.

(b) Unless and until an Assignee becomes a Member pursuant to ARTICLE XI , the Assignee shall not be entitled to any of the rights granted to a Member hereunder or under applicable Law, other than the rights granted specifically to Assignees pursuant to this Agreement; provided , however , that, without relieving the transferring Member from any such limitations or obligations as more fully described in Section  10.07 , such Assignee shall be bound by any limitations and obligations of a Member contained herein that a Member would be bound on account of the Assignee’s Company Interest (including the obligation to make Capital Contributions on account of such Company Interest).

Section 10.07 Assignor ’ s Rights and Obligations . Any Member who shall Transfer any Company Interest in a manner in accordance with this Agreement shall cease to be a Member with respect to such Units or other interest and shall no longer have any rights or privileges, or, except as set forth in this Section  10.07 , duties, liabilities or obligations, of a Member with respect to such Units or other interest (it being understood, however, that the applicable provisions of Section  6.08 and Section  7.04 shall continue to inure to such Person’s benefit), except that unless and until the Assignee (if not already a Member) is admitted as a Substituted Member in accordance with the provisions of ARTICLE XI (the “ Admission Date ”), (i) such assigning Member shall retain all of the duties, liabilities and obligations of a Member with respect to such Units or other interest, and (ii) the Managing Member may, in its sole discretion, reinstate all or any portion of the rights and privileges of such Member with respect to such Units or other interest for any period of time prior to the Admission Date. Nothing contained herein shall relieve any Member who Transfers any Units or other interest in the Company from any liability of such Member to the Company with respect to such Company Interest that may exist on the Admission Date or that is otherwise specified in the DLLCA and incorporated into this Agreement or for any liability to the Company or any other Person for any materially false statement made by such Member (in its capacity as such) or for any present or future breaches of any representations, warranties or covenants by such Member (in its capacity as such) contained herein or in the other agreements with the Company.

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Section 10.08 Overriding Provisions .

(a) Any Transfer in violation of this ARTICLE X shall be null and void ab initio , and the provisions of Sections 10.05 and 10.06 shall not apply to any such Transfers. For the avoidance of doubt, any Person to whom a Transfer is made or attempted in violation of this ARTICLE X shall not become a Member, shall not be entitled to vote on any matters coming before the Members and shall not have any other rights in or with respect to any rights of a Member of the Company. The approval of any Transfer in any one or more instances shall not limit or waive the requirement for such approval in any other or future instance. The Managing Member shall promptly amend the Schedule of Members to reflect any Permitted Transfer pursuant to this ARTICLE X .

(b) Notwithstanding anything contained herein to the contrary (including, for the avoidance of doubt, the provisions of Section  10.01 and ARTICLE XI ), in no event shall any Member Transfer any Units to the extent such Transfer would:

(i) result in the violation of the Securities Act, or any other applicable federal, state or foreign Laws;

(ii) cause an assignment under the Investment Company Act;

(iii) cause the Company to fail to qualify as a partnership or disregarded entity for U.S. federal income tax purposes or, without limiting the generality of the foregoing, such Transfer was effected on or through an “established securities market” or a “secondary market or the substantial equivalent thereof,” as such terms are used in Section 1.7704-1 of the Treasury Regulations;

(iv) cause the Company to be treated as a “publicly traded partnership” or to be taxed as a corporation pursuant to Section 7704 of the Code or successor provision of the Code; or

(v) result in the Company having more than one hundred (100) partners, within the meaning of Treasury Regulations Section 1.7704-1(h)(1) (determined pursuant to the rules of Treasury Regulations Section 1.7704-1(h)(3)).

ARTICLE XI

ADMISSION OF MEMBERS

Section 11.01 Substituted Members . Subject to the provisions of ARTICLE X hereof, in connection with the Permitted Transfer of a Company Interest hereunder, the transferee shall become a substituted Member (“ Substituted Member ”) on the effective date of such Transfer, which effective date shall not be earlier than the date of compliance with the conditions to such Transfer, and such admission shall be shown on the Schedule of Members.

Section 11.02 Additional Members . Subject to the provisions of ARTICLE X hereof, any Person may be admitted to the Company as an additional Member (any such Person, an “ Additional Member ”) only upon furnishing to the Managing Member (a) counterparts of this Agreement and

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any applicable Other Agreements and (b) such other documents or instruments as may be reasonably necessary or appropriate to effect such Person’s admission as a Member (including entering into such documents as the Managing Member may deem appropriate in its reasonable discretion). Such admission shall become effective on the date on which the Managing Member determines in its reasonable discretion that such conditions have been satisfied and when any such admission is shown on the Schedule of Members.

ARTICLE XII

WITHDRAWAL AND RESIGNATION; TERMINATION OF RIGHTS

Section 12.01 Withdrawal and Resignation of Members . No Member shall have the power or right to withdraw or otherwise resign as a Member from the Company prior to the dissolution and winding up of the Company pursuant to ARTICLE XIII . Any Member, however, that attempts to withdraw or otherwise resign as a Member from the Company without the prior written consent of the Managing Member upon or following the dissolution and winding up of the Company pursuant to ARTICLE XIII , but prior to such Member receiving the full amount of Distributions from the Company to which such Member is entitled pursuant to ARTICLE XIII , shall be liable to the Company for all damages (including all lost profits and special, indirect and consequential damages) directly or indirectly caused by the withdrawal or resignation of such Member. Upon a Transfer of all of a Member’s Units in a Transfer permitted by this Agreement, subject to the provisions of Section  10.07 , such Member shall cease to be a Member.

ARTICLE XIII

DISSOLUTION AND LIQUIDATION

Section 13.01 Dissolution . The Company shall not be dissolved by the admission of Additional Members or Substituted Members or the attempted withdrawal or resignation of a Member. The Company shall dissolve, and its affairs shall be wound up, only upon:

(a) the unanimous decision of the Managing Member together with the Members that then hold Voting Units to dissolve the Company;

(b) a dissolution of the Company under Section 18-801(a)(4) of the DLLCA, unless the Company is continued without dissolution as permitted under Section 18-801(a)(4) of the DLLCA; or

(c) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the DLLCA.

Except as otherwise set forth in this ARTICLE XIII , the Company is intended to have perpetual existence. An Event of Withdrawal shall not cause dissolution of the Company and the Company shall continue in existence subject to the terms and conditions of this Agreement.

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Section 13.02 Liquidation and Termination . On dissolution of the Company, the Managing Member shall act as liquidator or may appoint one or more Persons as liquidator. The liquidators shall proceed diligently to wind up the affairs of the Company and make final Distributions as provided herein and in the DLLCA. The costs of liquidation shall be borne as a Company expense. Until termination of the Company, the liquidators shall continue to operate the Company properties with all of the power and authority of the Managing Member. The steps to be accomplished by the liquidators are as follows:

(a) as promptly as possible after dissolution and again after final liquidation, the liquidators shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable;

(b) the liquidators shall pay, satisfy or discharge from Company funds, or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the liquidators may reasonably determine): first, all expenses incurred in liquidation; and second, all of the debts, liabilities and obligations of the Company; and

(c) by the end of the Fiscal Year during which the liquidation of the Company occurs (or, if later, by ninety (90) days after the date of the liquidation) all remaining assets of the Company shall be distributed to the Members in proportion to their positive Capital Accounts, after giving effect to all adjustments attributable to Company transactions prior to any such distribution and any amounts debited or credited to the Capital Accounts of the Members..

Section 13.03 Distribution in Kind . Subject to the order of priorities set forth in Section  13.02 , the liquidators may, in their sole discretion, distribute to the Members, in lieu of cash, either (a) all or any portion of such remaining Company assets in-kind in accordance with the provisions of Section  13.02(c) , (b) as tenants in common and in accordance with the provisions of Section  13.02(c) , undivided interests in all or any portion of such Company assets or (c) a combination of the foregoing. Any such Distributions in kind shall be subject to (y) such conditions relating to the disposition and management of such assets as the liquidators deem reasonable and equitable and (z) the terms and conditions of any agreements governing such assets (or the operation thereof or the holders thereof) at such time. Any Company assets distributed in kind will first be written up or down to their Fair Market Value, thus creating Profit or Loss (if any), which shall be allocated in accordance with ARTICLE V . The liquidators shall determine the Fair Market Value of any property distributed in accordance with the valuation procedures set forth in ARTICLE XIV .

Section 13.04 Cancellation of Certificate . On completion of the winding up and liquidation of the Company as provided herein, the Company is terminated (and the Company shall not be terminated prior to such time), and the Managing Member (or such other Person or Persons as the DLLCA may require or permit) shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to this Agreement that are or should be canceled and take such other actions as may be necessary to terminate the Company. The Company shall be deemed to continue in existence for all purposes of this Agreement until it is terminated pursuant to this Section  13.04 .

Section 13.05 Reasonable Time for Winding Up . A reasonable time shall be allowed for the orderly winding up of the business and affairs of the Company and the liquidation of its assets pursuant to Section  13.02 and Section  13.03 in order to minimize any losses otherwise attendant upon such winding up.

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Section 13.06 Return of Capital . The liquidators shall not be personally liable for the return of Capital Contributions or any portion thereof to the Members (it being understood that any such return shall be made solely from and to the extent of Company assets available therefor).

ARTICLE XIV

VALUATION

Section 14.01 Determination . “ Fair Market Value ” of a specific asset will mean the amount which the seller would receive in an all-cash sale of such asset in an arms-length transaction with a willing unaffiliated third party buyer, with neither party having any compulsion to buy or sell, consummated on the day immediately preceding the date on which the event occurred which necessitated the determination of the Fair Market Value (and after giving effect to any transfer taxes payable in connection with such sale. Notwithstanding the foregoing, in the event all the assets of the of the Company are adjusted to equal their respective Fair Market Values, pursuant to clause (iii) or (iv) of the definition of “Gross Asset Value” in Section  1.01 , the aggregate Fair Market Value of all the assets will be computed with reference to, and consistent, with, the then trading price of Parent’s Common Stock (as defined in the Exchange Agreement), and the Managing Member shall prepare an allocation of such aggregate Fair Market Value among each separate property in proportion to their Fair Market Values and present such allocation to Impala for its approval and consent.

Section 14.02 Dispute Resolution . If any Member or Members dispute the accuracy of any determination of Fair Market Value or the allocation of such Fair Market Value among the assets of the Company in accordance with Section  14.01 , and the Managing Member and such Member(s) are unable to agree on the determination of the Fair Market Value of any asset of the Company or the allocation of such Fair Market Value among the assets of the Company, the Managing Member and such Member(s) shall each select a nationally recognized valuation firm experienced in valuing assets or securities of similarly situated companies in the Company’s industry (the “ Appraisers ”), who shall each determine the Fair Market Value of the asset or the Company (as applicable) or the allocation of such Fair Market Value among the assets of the Company in accordance with the provisions of Section  14.01 . The Appraisers shall be instructed to give written notice of their determination of the Fair Market Value of the asset or the Company (as applicable) or the allocation of such Fair Market Value among the assets of the Company within thirty (30) days of their appointment as Appraisers. If Fair Market Value as determined by an Appraiser is higher than Fair Market Value as determined by the other Appraiser by 10% or more, and the Managing Member and such Member(s) do not otherwise agree on a Fair Market Value or allocation of such Fair Market Value among the assets of the Company, the original Appraisers shall designate a third Appraiser meeting the same criteria used to select the original two, whose determination shall be binding. If Fair Market Value as determined by an Appraiser selected by the Members is within 10% of the Fair Market Value as determined by the other such Appraiser (but not identical), and the Managing Member and such Member(s) do not otherwise agree on a Fair Market Value or allocation of such Fair Market Value among the assets of the Company, the Managing Member shall select the Fair Market Value or allocation of such Fair Market Value of one of such Appraisers. The fees and expenses of the Appraisers shall be borne equally by Gazelle Holdco and Impala.

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ARTICLE XV

GENERAL PROVISIONS

Section 15.01 Power of Attorney .

(a) Each Member hereby constitutes and appoints the Managing Member (or each liquidator, if applicable) with full power of substitution, as its, his or her true and lawful agent and attorney-in-fact, with full power and authority in its, his or her name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices (A) this Agreement, all certificates and other instruments and all amendments thereof which the Managing Member deems appropriate or necessary to form, qualify, or continue the qualification of, the Company as a limited liability company in the State of Delaware and in all other jurisdictions in which the Company may conduct business or own property; (B) all instruments which the Managing Member deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms; (C) all conveyances and other instruments or documents which the Managing Member deems appropriate or necessary to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, including a certificate of cancellation; and (D) all instruments relating to the admission, withdrawal or substitution of any Member pursuant to ARTICLE XI or ARTICLE XII ; and

(ii) sign, execute, swear to and acknowledge all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary to evidence, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Members hereunder or is consistent with the terms of this Agreement to effectuate the terms of this Agreement.

(b) The foregoing power of attorney is irrevocable and coupled with an interest, and shall survive the death, disability, incapacity, dissolution, bankruptcy, insolvency or termination of any Member who is an individual and the Transfer of all or any portion of its, his or her Company Interest and shall extend to such Member’s heirs, successors, assigns and personal representatives.

Section 15.02 Title to Company Assets . Company assets shall be deemed to be owned by the Company as an entity, and no Member, individually or collectively, shall have any ownership interest in such Company assets or any portion thereof. The Company shall hold title to all of its property in the name of the Company and not in the name of any Member. All Company assets shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company assets is held. The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be transferred or encumbered for, or in payment of, any individual obligation of any Member.

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Section 15.03 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 Impala, to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: General Counsel

E-Mail: sharon.ryan@ipaper.com

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention: Jeffrey J. Rosen

(b) if to Parent or the Company, to:

1500 Riveredge Parkway NW

Suite 100, 9th Floor

Atlanta, GA 30328

Attention: Lauren Tashma

E-Mail: lauren.tashma@graphicpkg.com

with a copy to:

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street, NW

Atlanta, GA 30309

Attention: William Scott Ortwein

E-Mail: scott.ortwein@alston.com

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.

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Section 15.04 Binding Effect . The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and assigns.

Section 15.05 Governing Law; Jurisdiction .

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

(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 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 SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

Section 15.06 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 RE-SPECT OF THIS AGREEMENT AND THE RIGHTS AND 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

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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 15.06, (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 15.06 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 15.07 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.

Section 15.08 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 15.09 Amendment . This Agreement may be amended or modified upon the consent of the Majority Members, Impala and the Managing Member. Notwithstanding the foregoing, no amendment or modification (a) to this Section  15.09 may be made without the prior written consent of the Managing Member and each of the Members, (b) to any of the terms and conditions of this Agreement which terms and conditions expressly require the approval or action of certain Persons may be made without obtaining the consent of the requisite number or specified percentage of such Persons who are entitled to approve or take action on such matter, and (c) to any of the terms and conditions of Article VI or Section 13.01 may be made without the prior written consent of the Managing Member, which consent may be given or withheld in the Managing Member’s sole discretion.

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Section 15.10 Waiver . Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived at any time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of or estopped with respect to, any subsequent or other failure.

Section 15.11 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, 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, 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 15.12 Counterparts; Electronic Transmission of Signatures . 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 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 15.13 Assignment; No Third Party Beneficiaries .

(a) This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void.

(b) Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 15.14 Entire Agreement . This Agreement, the Transaction Agreement and, as applicable, the other Transaction Agreements (as defined in the Transaction Agreement), constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement. Nothing in this Agreement shall create any third-party beneficiary rights in favor of any Person.

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Section 15.15 Creditors . None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company or any of its Affiliates, and no creditor who makes a loan to the Company or any of its Affiliates may have or acquire (except pursuant to the terms of a separate agreement executed by the Company in favor of such creditor) at any time as a result of making the loan any direct or indirect interest in Company Profits, Losses, Distributions, capital or property other than as a secured creditor.

Section 15.16 Further Action . The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

Section 15.17 Right of Offset . Whenever the Company is to pay any sum (other than pursuant to ARTICLE IV ) to any Member, any amounts that such Member owes to the Company which are not the subject of a good faith dispute may be deducted from that sum before payment; provided that distribution of Units to Gazelle Holdco shall not be subject to this Section  15.17 .

Section 15.18 Descriptive Headings; Interpretation . 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,” “either,” and “or” 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. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever required by the context, references to a Fiscal Year shall refer to a portion thereof. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to agreements or other documents shall be deemed to refer to such agreement or other document as amended, restated, supplemented and/or otherwise modified from time to time. References to any Law or statute shall be deemed to refer to such Law or statute, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF, the undersigned have executed or caused to be executed on their behalf this Agreement as of the date first written above.

[Signature Page to Operating Agreement]

[Signature Page to Operating Agreement]

Exhibit 10.2

Execution Copy

EXCHANGE AGREEMENT

dated as of January 1, 2018

among

GRAPHIC PACKAGING HOLDING COMPANY,

GPI HOLDING III, LLC

INTERNATIONAL PAPER COMPANY,

and

GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC

TABLE OF CONTENTS

ii

EXCHANGE AGREEMENT

EXCHANGE AGREEMENT (this “ Agreement ”), dated as of January 1, 2018, by and among Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (the “ Company ”), Graphic Packaging Holding Company, a Delaware corporation (“ Parent ”), GPI Holding III, LLC, a Delaware limited liability company and wholly owned indirect Subsidiary of Parent (“ Gazelle Holdco ”), and International Paper Company, a New York corporation, as a holder of Common Units (as defined below) (“ Impala ”).

W I T N E S S E T H:

WHERES, pursuant to that certain Transaction Agreement, dated October 23, 2017, among Parent, the Company, Gazelle Holdco and Impala (the “ Transaction Agreement ”), Impala has agreed to contribute the Transferred Business (as defined in the Transaction Agreement) to the Company in exchange for Common Units, and the parties to the Transaction Agreement have effected or agreed to effect the Transactions (as defined in the Transaction Agreement); and

WHEREAS, the parties hereto desire to provide for the exchange of Common Units for shares of Common Stock (as defined below) or cash, in each case on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS AND USAGE

Section 1.01 Definitions .

(a) The following terms shall have the following meanings for the purposes of this Agreement:

“ Board ” means the board of directors of Parent.

“ 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.

“ Cap ” means 61,633,409 shares of Common Stock, subject to adjustment pursuant to Section  2.03 .

“ Cash Exchange Payment ” means an amount in cash (i) in the case of Common Units as to which an Election Notice is (or is deemed to be) given, equal to the product of (A) the number of shares of Common Stock into which the surrendered Common Units are exchangeable and (B) the VWAP of the Common Stock for the ten consecutive Trading Days immediately prior to the date of delivery of the relevant Notice of Exchange or (ii) in the case of a Parent Offer or Parent Change of Control, as determined pursuant to Section  2.04 .

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

“ Code ” means the United States Internal Revenue Code of 1986.

“ Common Unit ” has the meaning assigned to it in the LLC Agreement.

“ 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.

“ Deliverable Common Stock ” means Common Stock, if any, to be delivered pursuant to an Exchange.

“ Disqualified Purchaser ” means a Person who (i) is or would be the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of five percent (5%) or more of the outstanding Common Stock after giving effect to any purchases of Deliverable Common Stock from Holder in connection with an Exchange or (ii) is listed on Schedule A to this Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Exchange Date ” means the latest of (i) five (5) Business Days after the end of the Election Period without delivery of an Election Notice or a Call Election Notice (or such later date as is specified in the Notice of Exchange), (ii) if an Election Notice is delivered during the Election Period, a date specified by the Company or Gazelle Holdco, as applicable, that is not more than ten (10) Business Days following the date such Election Notice is delivered (or such later date as is specified in the Notice of Exchange), or (iii) two (2) Business Days after the date upon which Holder certifies in writing to Parent that all of the contingencies described in Section  2.02(d)(i) and all other contingencies described in such Notice of Exchange are satisfied or will be satisfied concurrently upon the effectiveness of such Exchange; provided , that the Exchange Date in respect of any Parent Offer shall mean the earlier of (x) the date and time immediately prior to the consummation of such Parent Offer and (y) the date specified in an Election Notice in respect of a Cash Exchange Payment made pursuant to Section  2.04 ; provided , further , that the Exchange Date in respect of any Exchange effected in connection with a Piggyback Registration (as defined in the Registration Rights Agreement) shall be the date and time immediately prior to the consummation of any such sale by a Holder pursuant to such Piggyback Registration.

“ Exchange Rate ” means the number of shares of Common Stock for which one Common Unit is entitled to be Exchanged under this Agreement. On the date of this Agreement, the Exchange Rate is one (1), subject to adjustment pursuant to Section  2.03 .

“ Fair Market Value ” means, as of any date, (i) in the case of publicly-traded securities, the VWAP of such publicly-traded securities for the ten consecutive Trading Days ending on such date and (ii) in the case of any other property, the “Fair Market Value” of such property, as such term is defined in and determined in accordance with the LLC Agreement.

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“ 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, LLC (f/k/a Graphic Packaging International, Inc.), a Delaware limited liability company.

“ Holder ” means Impala or any Permitted Transferee.

“ Law ” means any federal, state or local 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.

“ LLC Agreement ” means that certain Amended and Restated Limited Liability Company Agreement of the Company, dated as of the date hereof, among the Company, Gazelle Holdco, Impala, and each other Person who at any time after the date hereof becomes a Member in accordance with the terms thereof and the Delaware Limited Liability Company Act and to the extent specified therein, Parent.

“ Managing Member ” has the meaning assigned to it in the LLC Agreement.

“ Maximum Amount ” means the lesser of (i) a number of Common Units equal to twenty-five percent (25%) of the Common Units owned by Holder as of the date of this Agreement (subject to adjustment pursuant to Section  2.03 ) or (ii) Common Units exchangeable for a Cash Exchange Payment (regardless of whether Parent elects or is permitted to make a Cash Exchange Payment) equal to or greater than $250,000,000, provided that in no event shall the Maximum Amount be less than the Minimum Amount.

“ Minimum Amount ” means the lowest of (i) a number of Common Units equal to ten percent (10%) of the Common Units owned by Holder as of the date of this Agreement (subject to adjustment pursuant to Section  2.03 ), (ii) a number of Common Units exchangeable for a Cash Exchange Payment (regardless of whether Parent elects or is permitted to make a Cash Exchange Payment) equal to or greater than $100,000,000 or (iii) all of the Common Units owned by a Holder and its Affiliates, provided that in no event shall the Minimum Amount exceed the Maximum Amount.

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

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“ 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 Parent or the Company to effect an Exchange by the making of a Cash Exchange Payment that are not, taken as a whole, more restrictive than the most restrictive of such provisions contained in a Specified Contract as of the Effective Date.

“ 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 Parent or the Company to effect an Exchange by the making of a Cash Exchange Payment that are not, taken as a whole, more restrictive than the most restrictive of such provisions contained in a Specified Contract as of the Effective Date.

“ Parent Change of Control Transaction ” means

(a) a merger or consolidation in which (i) Parent is a constituent party or (ii) a Subsidiary of Parent is a constituent party and Parent issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving Parent or a Subsidiary of Parent in which the holders of shares of capital stock of Parent outstanding immediately prior to such merger or consolidation continue to hold, or whose shares of capital stock of Parent are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (A) the surviving or resulting corporation or other entity or (B) if the surviving or resulting corporation or other entity is a wholly-owned Subsidiary of another corporation or other entity immediately following such merger or consolidation, the parent corporation or other entity of such surviving or resulting corporation or other entity,

(b) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by Parent or any Subsidiary of Parent of all or substantially all the assets of Parent and its Subsidiaries taken as a whole, or the sale or disposition (whether by merger, consolidation or otherwise) of one or more Subsidiaries of Parent if substantially all of the assets of Parent and its Subsidiaries taken as a whole are held by such Subsidiary, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly-owned Subsidiary of Parent or

(c) the acquisition by any Person (other than Impala or Affiliate thereof) of a majority of the outstanding Equity Securities (as defined in the LLC Agreement) of Parent entitled to vote generally in the election of directors to the Board.

“ Parent Parties ” means, collectively, Parent, Gazelle Holdco and the Company.

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

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“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the 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.

“ Stockholder Approval ” means the approval of Parent’s stockholders to issue shares of Common Stock in an amount greater than the Cap in exchange for Common Units, as contemplated by Rule 312.03 of the New York Stock Exchange.

“ Tax Receivable Agreement ” has the meaning assigned to it in the LLC Agreement.

“ Trading Day ” means any Business Day on which the Common Stock is traded, or able to be traded, on the principal U.S. national securities exchange on which the Common Stock is listed or admitted to trading, provided that a Trading Day shall not include any day (i) on which there is a failure by the primary exchange on which the Common Stock trades to open for trading during its regular trading session or (ii) there occurs, prior to 1:00 p.m., New York City time an aggregate one half-hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the stock exchange or otherwise) in the Common Stock.

“ Trustee ” means U.S. Bank, national association.

“ VWAP ” means, for any specified period, with respect to a share of Common Stock, a price per share equal to the volume-weighted average of the trading prices of such stock, as reported by Bloomberg L.P., or its successor, for such period (without regard to pre-open or after hours trading outside of any regular trading session during such period) on the principal U.S. securities exchange on which the Common Stock is listed or admitted to trading, subject to appropriate and equitable adjustment for any stock splits, reverse splits, stock dividends or similar events affecting the Common Stock.

(b) Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the LLC Agreement.

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(c) Each of the following terms is defined in the Section set forth on the page indicated:

Section 1.02 Other Definitional and Interpretative Provisions . When a reference is made in this Agreement to an Article, Exhibit or Section, such reference shall be to an Article, Exhibit or Section of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article, Exhibit 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,” “either,” and “or” 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. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to any Law shall be deemed to refer to such Law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person shall be deemed to refer to that Person’s successors and permitted assigns.

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ARTICLE II

EXCHANGE

Section 2.01 Exchange of Common Units .

(a) Subject to any restrictions set forth in the Governance Agreement and Section  2.01(b) , each Holder shall be entitled from time to time after the second anniversary of this Agreement and upon the terms and subject to the conditions hereof, to surrender Common Units to the Company in exchange (such exchange, an “ Exchange ” and such Holder, an “ Exchanging Holder ”) for the delivery by the Company to the Exchanging Holder at the option of the Company of either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination of shares of Common Stock and a Cash Exchange Payment; provided that, notwithstanding anything herein to the contrary and subject to Section  2.01(b) , each Holder (with a Holder and its Affiliates being treated as a single Holder) shall not be entitled to effect an Exchange (x) upon more than one occasion during any one-hundred-eighty (180) consecutive day period, (y) with respect to fewer than the Minimum Amount of Common Units or (z) with respect to more than the Maximum Amount of Common Units. Simultaneous with any such Exchange (without duplication of any Units otherwise issued in connection with contributions under the LLC Agreement not being conducted under this Agreement), the Company shall issue a number of Common Units to Gazelle Holdco equal to the number of Common Units surrendered in such Exchange.

(b) Notwithstanding anything herein to the contrary (i) prior to obtaining the Stockholder Approval, neither the Company nor any Parent Party may effect any Exchange by delivery of shares of Common Stock pursuant to Section  2.01(a)(i) , to the extent such Exchange, together with all other Exchanges pursuant to this Agreement, would result in Parent issuing a number of shares of Common Stock in excess of the Cap; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the number of Common Units the exchange of which would result in Parent issuing shares of Common Stock in excess of the Cap, (ii) neither the Company nor any Parent Party shall be obligated to effect any Exchange for a Cash Exchange Payment in the circumstances described in Section  2.01(b)(i) to the extent that such exchange would constitute a breach or default under a Specified Contract; provided that in such event, interest shall accrue at a per annum rate equal to the Base Rate (as such term in defined in the Existing Credit Agreement) beginning on the date such Case Exchange Payment would have been made had such Cash Exchange Payment not constituted a breach or default under a Specified Contract, (iii) neither the Company nor any Parent Party shall be obligated to effect any Exchange to the extent that such Exchange would constitute a violation of applicable Law; provided that, in such event, the Company or Gazelle Holdco, as applicable, shall be deemed to have provided an Election Notice with respect to (and shall make a Cash Exchange Payment for) the Common Units

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to the extent doing so would not constitute a violation of applicable Law, and (iv) neither the Company nor any Parent Party shall be obligated to effect any Exchange during any period of time during which Parent is permitted not to facilitate the registration and resale of Deliverable Common Stock pursuant to Section 2.1.6 of the Registration Rights Agreement. For the avoidance of doubt, any decision to seek the Stockholder Approval shall be in all respects at Parent’s sole discretion.

Section 2.02 Exchange Procedures; Notices and Revocations .

(a) An Exchanging Holder may exercise the right to effect an Exchange as set forth in Section  2.01 by delivering a written notice of exchange in respect of the Common Units to be Exchanged substantially in the form of Exhibit A hereto (the “ Notice of Exchange ”), duly executed by such Exchanging Holder, to Parent, Gazelle Holdco and the Company at the address set forth in Section  4.03 during normal business hours on any Business Day, or if any agent for the Exchange is duly appointed and acting (an “ Exchange Agent ”), to the office of the Exchange Agent during normal business hours on any Business Day. If Common Units are then represented by certificates, certificates representing at least the number of Common Units being exchanged, with instruments of transfer reasonably acceptable to the Company and executed in blank, shall be delivered by the Exchanging Holder to the Company with the Notice of Exchange. If such certificates have been lost, the Exchanging Holder may deliver, in lieu of such certificates, an affidavit of lost certificates.

(b) Upon receipt of a Notice of Exchange, the Company or Gazelle Holdco (if Gazelle Holdco has delivered a Call Election Notice pursuant to paragraph (c)), as applicable, may deliver to the Exchanging Holder a notice (an “ Election Notice ”) within three (3) Business Days after receipt by Parent and the Company of such Notice of Exchange (the “ Election Period ”), in which the Company (or Gazelle Holdco) may elect in whole or in part for a Cash Exchange Payment to be provided in an Exchange pursuant to Section  2.01 , except to the extent that a Cash Exchange Payment would be prohibited by Section  2.01 (b) . If no Election Notice is given before the end of the Election Period, the Company or Gazelle Holdco, as applicable, shall be deemed not to have elected for a Cash Exchange Payment to be provided in the applicable Exchange and shall be required to deliver Common Stock as provided herein, provided that to the extent that Section  2.01(b)(i) would prohibit the delivery of Common Stock for all Common Units being Exchanged, the Company or Gazelle Holdco, as applicable, shall be deemed as of the end of the Election Period to have given a timely Election Notice with respect to any Common Units that otherwise would be Exchanged for a number of shares of Common Stock in excess of the Cap.

(c) If a Holder has delivered a Notice of Exchange, Gazelle Holdco may, in its sole discretion, by means of delivery of a written notice (a “ Call Election Notice ”) to the Company and the Exchanging Holder prior to the end of the Election Period and subject to the terms of this Section  2.02(c) , elect to purchase directly and acquire such Common Units as to which the Holder’s Notice of Exchange remains in effect on the Exchange Date by paying to the Exchanging Holder at the election of Gazelle Holdco as specified in the Call Election Notice either (i) a number of shares of Common Stock that is equal to the product of the number of Common Units to be Exchanged multiplied by the Exchange Rate, (ii) a Cash Exchange Payment or (iii) a combination

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of shares of Common Stock and a Cash Exchange Payment (the “ Call Right ”), whereupon Gazelle Holdco shall acquire the Common Units offered for exchange by the Exchanging Holder. For the avoidance of doubt, any Call Election Notice delivered pursuant to this Section  2.02(c) shall supersede any Election Notice. Except as otherwise provided by this Section  2.02(c) , an exercise of the Call Right shall be consummated pursuant to the same timeframe and in the same manner as the relevant Exchange would have been consummated if Gazelle Holdco had not delivered a Call Election Notice.

(d) Contingent Notice of Exchange and Revocation by Holder .

(i) Except to the extent that the Company (or Gazelle Holdco) elects to complete an Exchange by delivery of a Cash Exchange Payment, Holder shall timely consummate within ten (10) Business Days after the completion of an Exchange, and such Exchange shall be conditioned on, the purchase of all of the shares of any Deliverable Common Stock delivered in such Exchange (whether in a tender or exchange offer, an underwritten offering or otherwise) by another Person or Persons whom, except in the case of a sale by the Exchanging Holder in an underwritten offering or bona fide block trade, such Exchanging Holder reasonably does not believe to be a Disqualified Purchaser (the “ Resale Condition ”). In addition, an Exchanging Holder may provide in a Notice of Exchange that such Exchange is contingent (including as to the timing) upon the occurrence of one or more events and/or effective upon a specified future date, subject to the waiver of such contingencies by the Exchanging Holder. To the extent that the Exchanging Holder fails to timely satisfy the Resale Condition with respect to an Exchange, such Exchange shall be automatically rescinded and void ab initio with respect to any shares of Deliverable Common Stock as to which the Resale Condition is not timely satisfied , provided that (x) if the managing underwriter for an offering of the Deliverable Common Stock that was to be delivered in such Exchange advises the Company and the Holder in writing that 50% or more of the shares of Deliverable Common Stock could have been sold without an Adverse Effect (as defined in the Registration Rights Agreement) the Holder shall be deemed to have effected an Exchange for purposes of Section  2.01(a)(x) and (y) if the managing underwriter for an offering of the Deliverable Common Stock that was to be delivered in such Exchange advises the Company and the Holder in writing that less than 50% or more of the shares of Deliverable Common Stock could not have been sold without an Adverse Effect the Holder shall be deemed not to have effected an Exchange for purposes of Section  2.01(a)(x) . In no event shall an Exchange be rescinded with respect to any shares of Deliverable Common Stock as to which the Resale Condition has been satisfied, regardless of whether the Minimum Amount would remain satisfied with respect to such Exchange . Notwithstanding anything to the contrary in this Agreement, no Holder shall be permitted to effect an Exchange if any Holder continues to hold Common Stock with respect to any previously consummated Exchange.

(ii) Notwithstanding anything herein to the contrary, but subject to Section  2.02(d)(i) , an Exchanging Holder may withdraw or amend a Notice of Exchange, in whole or in part, by delivery of a written notice of withdrawal to Parent and the Company or the Exchange Agent, specifying (1) the number of withdrawn Common Units, (2) if any, the number of Common Units as to which the Notice of Exchange remains in effect and confirmation that such

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number of Common Units as to which the Notice of Exchange remains in effect would not be less than the Minimum Amount and (3) if the Exchanging Holder so specifies, a new Exchange Date or any other new or revised information permitted in the Notice of Exchange (which new Exchange Date shall not be earlier than the date that is three (3) Business Days after the date such notice of withdrawal or amendment is received by Parent and the Company). To be effective, such notice of withdrawal or amendment must be delivered prior to the effectiveness of the Exchange and if an Election Notice has been delivered (or deemed delivered) with respect to a Cash Exchange Payment, within two (2) Business Days of the delivery (or deemed delivery) of such Election Notice.

(e) Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange Date, and the Exchanging Holder (or other Persons whose names in which any Deliverable Common Stock is to be issued) shall be deemed to be a holder of any Deliverable Common Stock from and after the effectiveness of the Exchange. On or prior to the Exchange Date (unless the Call Right has been exercised), (i) when a Common Unit is to be Exchanged for shares of Deliverable Common Stock, Parent shall take all such action as may be required in order to issue such shares of Deliverable Common Stock and to sell, transfer, contribute or otherwise transfer to the Company such shares of Deliverable Common Stock for subsequent delivery to the Exchanging Holder in Exchange for such Common Unit, and (ii) when a Common Unit is to be Exchanged for a Cash Exchange Payment, Gazelle Holdco shall contribute or otherwise transfer to the Company the cash required to effect such Cash Exchange Payment, provided that Gazelle Holdco shall not be required to make any such contribution or transfer with respect to an Exchange that results in no Holder continuing to own any Common Units.

(f) On the Exchange Date, the Company (or Gazelle Holdco if the Call Right is exercised) shall deliver or cause to be delivered to the Exchanging Holder (or other Persons whose names in which any Deliverable Common Stock is to be issued) any Cash Exchange Payment payable in such Exchange or, if applicable, the number of shares of any Deliverable Common Stock deliverable in such Exchange, registered in the name of the Exchanging Holder (or other Persons whose names in which any Deliverable Common Stock is to be issued), and such Exchanging Holder shall deliver to the Company (or Gazelle Holdco) the Common Units to be Exchanged together with such instruments of transfer reasonably acceptable to Parent; provided that any delivery of Deliverable Common Stock pursuant to this sentence shall occur prior to 9:00 a.m., New York City time, on the Exchange Date.

(g) The shares of any Deliverable Common Stock, other than any such shares issued in an Exchange that has been registered under the Securities Act, shall bear a legend in substantially the following form:

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD OR TRANSFERRED OTHER THAN IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (OR OTHER APPLICABLE LAW), OR AN EXEMPTION THEREFROM.

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(h) If (i) any shares of Deliverable Common Stock may be sold pursuant to a registration statement that has been declared effective by the SEC or (ii) all of the applicable conditions of Rule 144 under the Securities Act are met, Parent, upon the written request of the Holder, shall promptly, and in any event within two (2) Business Days, provide Holder or its respective transferees, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any), with new certificates (or evidence of book-entry shares) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, Holder shall provide Parent with such information in its possession as Parent may reasonably request in connection with the removal of any such legend.

(i) Subject to the Registration Rights Agreement, Parent, the Company and Holder shall bear their own respective expenses in connection with the consummation of any Exchange by Holder, whether or not any such Exchange is ultimately consummated; provided , however , that Company will pay any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, any Exchange; provided , further , that if any shares of Deliverable Common Stock are to be delivered in a name other than that of Holder (or the Depository Trust Company or its nominee for the account of a participant of the Depository Trust Company that will hold the shares for the account of such Holder or its Permitted Transferee), then Holder and/or the Person in whose name such shares are to be delivered shall pay to Parent or the Company, as applicable the amount of any transfer taxes, stamp taxes or duties, or other similar taxes in connection with, or arising by reason of, such Exchange or shall establish to the reasonable satisfaction of Parent and the Company that such tax has been paid or is not payable.

Section 2.03 Adjustment .

(a) The Exchange Rate shall be adjusted proportionately if there is any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the Common Units that is not accompanied by a substantively identical subdivision or combination of the Common Stock. Unless a corresponding dividend or distribution has been paid with respect to the Common Units not owned by Gazelle Holdco, the Exchange Rate shall be adjusted equitably if there is a dividend or distribution paid with respect to the Common Stock other than with proceeds paid from a dividend or distribution with respect to the Common Units. The Exchange Rate shall be adjusted proportionately to reflect the increased number of shares of Common Stock outstanding following any issuance of Common Stock in order to fund payments under the Tax Receivable Agreement in accordance with section 3.04 of the LLC Agreement, provided that such an adjustment shall not result in any adjustment to the Cap.

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(b) The Cap, the Minimum Amount and the Maximum Amount (in each case to the extent set forth in the definition thereof) shall be adjusted proportionately if there is any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise) of the Common Stock regardless of whether such subdivision or combination is accompanied by a substantively identical subdivision or combination of the Common Units. In the event that additional Common Units are issued pursuant to the exercise of any Holder’s rights pursuant to Section  3.05 of the LLC Agreement, the Cap shall be increased by one share of Common Stock multiplied by the Exchange Rate for each such additional Common Unit, to the fullest extent permitted by NYSE rules.

(c) If there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Stock is converted or changed into another security, securities or other property, then upon any subsequent Exchange, Holder shall be entitled to receive the amount of such security, securities or other property that such Exchanging Holder would have received if such Exchange had occurred immediately prior to the effective date of such reclassification, reorganization, recapitalization or other similar transaction, taking into account any adjustment as a result of any subdivision (by any split, dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse split, reclassification, reorganization, recapitalization or otherwise) of such security, securities or other property that occurs after the effective time of such reclassification, reorganization, recapitalization or other similar transaction and prior to the effectiveness of the Exchange. For the avoidance of doubt, if there is any reclassification, reorganization, recapitalization or other similar transaction in which the Common Stock is converted or changed into another security, securities or other property, this Section  2.03(c) shall continue to be applicable, mutatis mutandis, with respect to such security or other property. This Agreement shall apply to, mutatis mutandis, and all references to “Common Units” shall be deemed to include, any security, securities or other property which may be issued in respect of, in exchange for or in substitution of Common Units, as applicable, by reason of stock or unit split, reverse stock or unit split, stock or unit dividend or distribution, combination, reclassification, reorganization, recapitalization, merger, exchange (other than an Exchange) or other transaction.

(d) This Agreement shall apply to the Common Units held by Impala and its Permitted Transferees as of the date hereof, as well as any Common Units hereafter acquired by Impala and its Permitted Transferees.

Section 2.04 Tender Offers and Other Events with Respect to Parent .

(a) Notwithstanding the restrictions set forth in the Governance Agreement, which shall not apply to any matter described in this Section  2.04 , in the event that a tender offer, share exchange offer, issuer bid, merger, recapitalization or similar transaction with respect to Common Stock (a “ Parent Offer ”) is proposed by Parent or is proposed to Parent or its stockholders and approved by the Board or is otherwise effected or to be effected with the consent or approval of the Board, each Holder of Common Units shall be permitted (and, in the case of a Parent Change of Control Transaction required, subject to Section  2.04(d) ) to participate in such Parent Offer by delivery of a Notice of Exchange (which Notice of Exchange shall, in the case of a Parent Change of Control Transaction be deemed delivered to the Company and Parent without any action by Holder, and an Election Notice shall be deemed to be delivered by the Company

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without any action by the Company immediately following such Notice of Exchange, in each case with respect to all Common Units held by any Holder, and in any case shall be effective immediately prior to the consummation of such Parent Offer (and, for the avoidance of doubt, shall be contingent upon such Parent Offer and not be effective if such Parent Offer is not consummated)).

(b) In the case of a Parent Offer proposed by Parent, Parent and each Holder will use their respective reasonable best efforts to take all such actions and do all such things as are necessary or desirable to enable and permit Holder to participate in such Parent Offer to the same extent or on an economically equivalent basis (taking into account the then-current Exchange Rate) as the holders of shares of Common Stock without discrimination; provided, however, that (x) without limiting the generality of this sentence (and without limiting the ability of each Holder to Exchange Common Units pursuant to the terms of this Agreement), Parent will, other than in the case of a Parent Change of Control Transaction, use its reasonable best efforts to ensure that Holder may participate in each such Parent Offer without first being required to Exchange Common Units and (y) the Company (or Gazelle Holdco), may deliver (or may be deemed to have delivered) an Election Notice to the extent necessary to comply with the Cap, in which case such Cash Exchange Payment shall equal the Fair Market Value of the consideration payable in the Parent Offer for the number of shares of Common Stock into which the Common Units are exchangeable for such Cash Exchange Payment.

(c) Notwithstanding anything to the contrary contained herein, if Parent, or the Company on behalf of Parent, delivers (or is deemed to deliver) an Election Notice in connection with any Exchange made to participate in a Parent Offer, the Cash Exchange Payment shall equal the Fair Market Value of the consideration payable in the Parent Offer for the number of shares of Common Stock into which the Common Units are exchangeable for such Cash Exchange Payment.

(d) In the event a Parent Change of Control Transaction is approved by the Board and, to the extent required by applicable Law or the certificate of incorporation of Parent, the holders of Parent’s common stock, each Holder shall take all action reasonably necessary or appropriate to cause all Common Units to be Exchanged prior to (but which Exchange may be contingent on) the consummation of such Parent Change of Control Transaction, and Parent, or the Company on behalf of Parent, shall deliver (or be deemed to have delivered) an Election Notice to make a Cash Exchange Payment with respect to all Common Units held by any Holder, which Cash Exchange Payment shall equal the Fair Market Value of the consideration payable in the Parent Offer for the number of shares of Common Stock into which the Common Units are exchangeable for such Cash Exchange Payment.

Section 2.05 Listing of Deliverable Common Stock . Parent shall use its reasonable best efforts to cause all Deliverable Common Stock to be listed on the same national securities exchange upon which the outstanding Common Stock may be listed or admitted to trading at the time of such issuance.

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Section 2.06 Deliverable Common Stock to be Issued; Capital Structure .

(a) Parent shall at all times reserve and keep available out of its authorized but unissued Common Stock, solely for the purpose of issuance upon an Exchange, the maximum number of shares of Deliverable Common Stock as shall be deliverable upon Exchange of all then-outstanding Common Units and shall take such other actions as are necessary to preserve the one-to-one ratio between the number of Common Units owned by Parent and its Subsidiaries in the aggregate and the number of shares of Common Stock then-outstanding; provided , however , that nothing contained herein shall be construed to preclude Parent, Gazelle Holdco or the Company from satisfying their respective obligations in respect of an Exchange by delivery of shares of Deliverable Common Stock that are held in the treasury of Parent or any of its Subsidiaries or by delivery of purchased shares of Deliverable Common Stock (which may or may not be held in the treasury of Parent or any Subsidiary thereof). Parent, Gazelle Holdco and the Company represent, warrant and covenant that all shares of Deliverable Common Stock issued upon an Exchange will, upon issuance thereof, be validly issued, fully paid and non-assessable.

(b) Parent, Gazelle Holdco and the Company shall take all actions necessary so that, for so long as this Agreement is in effect, subject to Section  2.03 , the number of Common Units owned by Parent and its Subsidiaries in the aggregate equals the aggregate number of shares of Common Stock outstanding. Parent shall not 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, unless the Company simultaneously effects a subdivision or combination of the Common Units with an identical ratio. The Company shall not 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, unless Parent simultaneously effects a subdivision or combination of the shares of Common Stock with an identical ratio.

Section 2.07 Distributions . No Exchange shall impair the right of an Exchanging Holder to receive any distributions payable on the Common Units so exchanged in respect of a record date that occurs prior to the Exchange Date for such Exchange. No adjustments in respect of distributions on any Common Unit will be made on the Exchange of any Common Unit, and if the Exchange Date with respect to a Common Unit occurs after the record date for the payment of a distribution on Common Units but before the date of the payment, then the registered Holder of the Common Unit at the close of business on the record date will be entitled to receive the distribution payable on the Common Unit on the payment date notwithstanding the Exchange of the Common Units or a default in payment of the distribution due on the Exchange Date, and, for the avoidance of doubt, no Exchanging Holder shall have the right to receive any distributions (including tax distributions) on any exchanged Common Unit with a record date that occurs from and after any Exchange Date. For the avoidance of doubt, an Exchanging Holder shall not be entitled to receive, in respect of a single record date, distributions or dividends both on Common Units exchanged by such Exchanging Holder and on shares of Deliverable Common Stock received by such Exchanging Holder in such Exchange.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01 Representations and Warranties of the Parent Parties .

(a) Each of the Parent Parties represents and warrants that (i) it is a corporation or limited liability company duly incorporated or formed, as applicable, and is existing in good standing under the laws of the State of Delaware, (ii) it has all requisite corporate or limited liability company power, as applicable, and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby and, in the case of Parent, to issue the Deliverable Common Stock in accordance with the terms hereof, (iii) the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby (including, in the case of Parent, the issuance of the Deliverable Common Stock) have been duly authorized by all necessary corporate or limited liability company action on its part, as applicable, and (iv) this Agreement constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b) Each of the Parent Parties represents that it does not have any contracts, other agreements, duties or obligations that are inconsistent with its duties and obligations (whether or not in its capacity as Managing Member) under this Agreement and covenants that, except for a Specified Contract or as otherwise expressly permitted by this Agreement, the LLC Agreement or the Governance Agreement, it will not enter into any contracts or other agreements or undertake or acquire any other duties or obligations that are inconsistent with such duties and obligations.

Section 3.02 Representations and Warranties of Impala . Impala represents and warrants that (i) it is duly incorporated and is in good standing under the laws of the State of New York, (ii) it has all requisite legal capacity and authority to enter into and perform this Agreement and to consummate the transactions contemplated hereby, (iii) the execution and delivery of this Agreement by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Impala and (iv) this Agreement constitutes a legal, valid and binding obligation of Impala enforceable against it in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Additional Holders . To the extent that Impala validly transfers any or all of its Common Units to another Person in a transaction in accordance with, and not in contravention of, the LLC Agreement, the Governance Agreement or the Registration Rights Agreement, as applicable, then such transferee (each, a “ Permitted Transferee ”) shall have the right, in connection with such transaction, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit B hereto, whereupon such Permitted Transferee shall become a Holder hereunder.

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Section 4.02 Further Assurances . The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

Section 4.03 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, so long as a receipt of such e-mail is requested and received by non-automated response 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):

1500 Riveredge Parkway NW

Suite 100, 9th Floor

Atlanta, GA 30328

Attention: Lauren Tashma

Email: lauren.tashma@graphicpkg.com

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

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Attention: William Scott Ortwein

Email: scott.ortwein@alston.com

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: General Counsel

Email: sharon.ryan@ipaper.com

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

madiz@debevoise.com

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 4.04 Binding Effect . The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

Section 4.05 Governing Law; WAIVER OF JURY TRIAL Jurisdiction; Specific Performance .

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement 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, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily 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 BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, 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 SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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(c) 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 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 4.05 , (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 4.05 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 4.03 , 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.

(d) In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this 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, 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.

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Section 4.06 Counterparts; Electronic Transmission of Signatures . 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 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 4.07 Assignment; No Third Party Beneficiaries .

(a) This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided , however , that the Agreement shall be assigned (in whole or in part, as applicable) to any Permitted Transferee to whom Common Units are transferred in accordance with the LLC Agreement and the Governance Agreement in compliance with Section  4.01 .

(b) Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 4.08 Expenses . Except as otherwise specifically provided herein, each party hereto shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Section 4.09 Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable Law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

Section 4.10 Entire Agreement . This Agreement and, as applicable, the other Transaction Agreements (as defined in the Transaction Agreement), constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.

Section 4.11 Amendment . This Agreement may only be amended or modified, in whole or in part, at any time and from time to time by a written instrument signed by (i) each of the Parent Parties and (ii) the Holders of a majority of the outstanding Common Units entitled to be Exchanged pursuant to this Agreement.

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Section 4.12 Waiver . Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived at any time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.

Section 4.13 Tax Treatment . This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations promulgated thereunder. Unless otherwise required by applicable Law, the parties shall report an Exchange consummated hereunder as a taxable sale of the Common Units by Holder to Gazelle Holdco, and no party shall take a contrary position on any income tax return or amendment thereof.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

[Signature Page to Exchange Agreement]

[Signature Page to Exchange Agreement]

EXHIBIT A

FORM OF NOTICE OF EXCHANGE

To: Graphic Packaging International Partners, LLC

1500 Riveredge Parkway NW

Suite 100, 9th Floor

Atlanta, GA. 30328

The undersigned Holder hereby elects to Exchange                  Common Units in Graphic Packaging International Partners, LLC, a Delaware limited liability company (the “ Company ”), in accordance with the terms of the Exchange Agreement, dated as of January 1, 2018, by and among the Company, Graphic Packaging Holding Company, a Delaware corporation (“ Parent ”), GPI Holding III, LLC, a Delaware limited liability company (“ Gazelle Holdco ”), and International Paper Company, a New York corporation (the “ Exchange Agreement ”) and the Exchange rights referred to therein. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them by the Exchange Agreement.

The undersigned Holder undertakes (i) to surrender such Common Units and any certificate therefor at the closing of the Exchange and (ii) to furnish to the Company, prior to the Exchange Date, the documentation, instruments and information required pursuant to the Exchange Agreement.

Dated:                 

Exhibit 10.3

Execution Copy

GOVERNANCE AGREEMENT

dated as of

January 1, 2018

among

GRAPHIC PACKAGING HOLDING COMPANY,

GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC

AND

INTERNATIONAL PAPER COMPANY

TABLE OF CONTENTS

i

GOVERNANCE AGREEMENT

GOVERNANCE AGREEMENT (this “ Agreement ”), dated as of January 1, 2018, by and among Graphic Packaging Holding Company, a Delaware corporation (“ Parent ”), Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (“ Issuer ”), and International Paper Company, a New York corporation (“ Impala ”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Transaction Agreement, dated October 23, 2017 (the “ Transaction Agreement ”), by and among Impala, Parent, Issuer and Graphic Packaging International, Inc. (n/k/a Graphic Packaging International, LLC), a Delaware corporation (“ GPI ”), Impala and Parent have agreed to combine the Transferred Business (as defined in the Transaction Agreement) with the business of GPI and have effected or agreed to effect the Transactions (as defined in the Transaction Agreement);

WHEREAS, as a material inducement to the parties hereto entering into the Transaction Agreement, such parties shall enter into this Agreement at the Closing of the Transactions contemplated by the Transaction Agreement, to govern certain of their rights, duties and obligations following the Closing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. The following terms shall have the meanings set forth in this Section  1.01 :

“ 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; provided that in no event shall Parent, the Company, any of their respective Subsidiaries, or any of their other controlled Affiliates be deemed to be Affiliates of Impala for purposes of this Agreement. 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).

‘ ‘ Board ” means the Board of Directors of Parent.

“ 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.

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

“ Common Unit(s) ” shall have the meaning ascribed to such term in the LLC Agreement.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Exchange Agreement ” means the Exchange Agreement, dated as of the date hereof, by and among Issuer, GPI Holding III, LLC, a Delaware limited liability company, Parent and Impala.

“ Holder ” means Impala or any Permitted Transferee.

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

“ LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement dated as of January 1, 2018, by and among Issuer, its Members (as defined therein) and each other Person who at any time becomes a Member in accordance with the terms of the agreement and the DLLCA (as defined therein) and, solely for purposes of certain sections, Parent.

“ Parent Securities ” means (i) the Common Stock, (ii) any preferred stock of Parent, (iii) any other common stock issued by Parent and (iv) any securities convertible into or exchangeable for, or options, warrants or other rights to acquire, Common Stock or any other common or preferred stock issued by Parent.“ Person ” means an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, limited liability company or governmental or other entity.

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

“ Representative ” shall mean, with respect to any Person, any of such Person’s Affiliates, 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.

“ Securities Act ” means the Securities Act of 1933.

“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Subsidiary ” means, 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

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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.

“ Transaction Agreements ” shall have the meaning of such term as defined in the Transaction Agreement.

Section 1.03 Rules of Construction . When a reference is made in this Agreement to an Article, Exhibit or Section, such reference shall be to an Article, Exhibit or Section of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article, Exhibit 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,” “either,” and “or” 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”. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to any Law shall be deemed to refer to such Law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person shall be deemed to refer to that Person’s successors and permitted assigns.

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ARTICLE II

STANDSTILL

Section 2.01 Standstill Agreement . Each Holder agrees that, except as provided in this Agreement or any other Transaction Agreement, during the Standstill Period, neither such Holder nor any of such Holder’s controlled Affiliates will, unless specifically invited in writing by Parent, directly or indirectly, alone or in concert with any other person: (i) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, by purchase or otherwise, any direct or indirect beneficial interest in any voting securities or any rights, warrants or options to acquire, or securities convertible into or exchangeable for, any voting securities of Parent or any of its Subsidiaries; (ii) make or otherwise become a “participant” in any “solicitation” of “proxies” to vote (as such terms are used in the Exchange Act), or seek to advise or influence any person or entity with respect to the voting of any voting securities of Parent; (iii) form, join or any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of Parent; (iv) publicly offer, seek, or propose to acquire, outside the ordinary course of business, any of the assets of Parent or any of its Subsidiaries, (v) otherwise propose or participate in a proposal to Parent or any of its Affiliates or any other Person with respect to any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization, extraordinary dividend, or other transaction involving Parent or any of its Subsidiaries; (vi) otherwise seek to control, change or influence the management or Board of Parent or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the stockholders of Parent or any of its Affiliates; or (vii) announce an intention to take, or enter into any arrangement or understanding with others to take, any of the actions restricted or prohibited under clauses (i) through (vii) of this Section  2.01 , or take any action that would result in Parent having to make a public announcement regarding any of the matters referred to in clauses (i) through (vii) of this Section  2.01 . Impala may make any request or proposal (but only privately to Parent or the Board of Parent and not publicly) to amend, waive or terminate any provision of this Section  2.01 . “ Standstill Period ” means the five (5) year period beginning on the date hereof. Notwithstanding the foregoing, the restrictions contained in this Section  2.01 shall cease immediately if (x) Parent enters into a definitive agreement to engage in, or makes a public announcement of an intention to engage in, a business combination, recapitalization or other transaction that would result in an acquisition, directly or indirectly, by any other Person or group of a majority of the voting securities or assets of Parent or (y) any tender offer or exchange offer has been commenced for at least a majority of Parent’s voting securities; provided that, in the event that such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated, each Holder will thereafter be subject to the restrictions contained in this Section  2.01 until the end of the Standstill Period, except with respect to any transaction that has been proposed by any Holder prior to the time such business combination, recapitalization or other transaction or tender or exchange offer is withdrawn, terminated or otherwise not consummated. Notwithstanding the foregoing, no Holder shall be prohibited from making any confidential, non-

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public proposal to Parent, provided that such proposal is communicated solely to the Board of Directors, or a committee thereof, of Parent, is not reasonably intended to require Parent to make public disclosure with respect to such proposal and is otherwise held confidential, and distribution thereof is restricted by such Holder and its Representatives in accordance with the terms of this Agreement as Confidential Information pursuant to Section  3.03 .

ARTICLE III

OTHER COVENANTS AND AGREEMENTS

Section 3.01 Access to Information . From and after the date of this Agreement, and for so long as Impala has one or more classes of securities registered pursuant to the Exchange Act, the Issuer shall deliver to Impala all information or documentation of the Issuer and its Subsidiaries as may be reasonably requested by Impala for any purpose related to its investment in the Issuer (including, without limitation, to comply with Rules 3-09 and 4-08(g) of Regulation S-X) (such information and documentation, collectively, “ Issuer Information ”). In connection with the foregoing, the Issuer shall use its reasonable best efforts to:

(a) provide all Issuer Information requested by Impala pursuant to this Section  3.01 in a timely manner on the dates requested by Impala; provided that where practicable, Impala shall make its request for such information no later than five (5) Business Days prior to the date that Impala expects the Issuer to provide such information;

(b) provide Impala with a reasonable estimate of the net earnings of Issuer and its Subsidiaries no later than four (4) Business Days following the end of each month and any deviations therefrom discovered by Issuer in performing its monthly accounting closing no later than six (6) Business Days following the end of each month;

(c) cooperate with Impala and its Representatives, and shall cause its Representatives to cooperate with Impala and its Representatives, to the extent reasonably requested by Impala and solely to the extent related to the Issuer and its operations and at Impala’s sole cost and expense, in the preparation of Impala’s press releases, public securities filings and related documents required under applicable Law, including the Securities Act or the Exchange Act, as applicable, or other materials used in connection with any Impala Financing (as defined below) (collectively, “ Impala Filings ”);

(d) cause its independent certified public accountants to consent to any reference to them as experts in any Impala Filings required under any Law;

(e) reasonably cooperate with Impala and its Representatives, and shall cause its Representatives to reasonably cooperate with Impala and its Representatives, and Impala shall, and shall cause its Representatives to, reasonably cooperate with the Issuer and its Representatives, with regard to the timing of Impala Filings that are required to contain financial information of the Issuer; provided that the Issuer shall use its reasonable efforts to deliver to Impala all Issuer Information required to be included in any quarterly or annual filing within 25 days following the end of each fiscal quarter (or 40 days following the end of each fiscal year) and, to the extent Impala and the Issuer cease to report its financial statements using the same fiscal year-end, such dates shall be adjusted accordingly;

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(f) indemnify and reimburse, to the fullest extent permitted by Law, Impala and each of its Affiliates, and each of its and its Affiliates’ employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls (within the meaning of the Securities Act or the Exchange Act) Impala against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Impala Filing or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent, relating to Issuer Information furnished in writing to Impala by the Issuer or its Representatives expressly for inclusion therein.

(g) Impala and its Representatives will indemnify and reimburse, to the fullest extent permitted by Law, each of Parent, the Issuer and each of their Affiliates, and each of their and their Affiliates’ employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls (within the meaning of the Securities Act or the Exchange Act) Parent or the Issuer against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any Impala Filing or in connection with any Impala Financing or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading relating to any information included therein except insofar as any such statements are made in reliance upon and in conformity with Issuer Information furnished in writing to Impala by the Issuer for use therein.

Section 3.02 Impala Financing . To the extent that Impala seeks to raise debt or equity financing (“ Impala Financing ”) during the term of this Agreement and financial, operating or other information of the Issuer is reasonably required in connection therewith, the Issuer agrees to use its reasonable best efforts to provide, and will cause its Subsidiaries and its and their officers, directors and employees to use their respective reasonable efforts to provide, and will use its reasonable efforts to direct its and their Representatives to provide, in each case, at the sole expense of Impala, all customary cooperation reasonably requested by Impala in connection with the arrangement of such Impala Financing. Notwithstanding the foregoing: (a) such requested cooperation will not require taking any action that would: (i) unreasonably disrupt the operations of Parent, Issuer or their Subsidiaries; or (ii) cause significant competitive harm to Parent or Issuer; (b) nothing in this Section  3.02 will require cooperation to the extent that it would 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 Impala Financing; (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 or Issuer, acting in such capacity, will be required to execute, deliver or enter into or perform any Contract with respect to the Impala Financing or adopt any resolutions approving the agreements, documents and instruments pursuant to which the Impala Financing is obtained.

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Section 3.03 Confidentiality . Impala shall keep confidential any and all confidential, proprietary or non-public information of or concerning the performance, terms, business, operations, activities, personnel, finances, actual or potential investments, plans, compensation, customers or suppliers of the Issuer or any of its Subsidiaries, written or oral, obtained by Impala in connection with its ownership of Common Units and its rights under Section  3.01 of this Agreement (“ Confidential Information ”) and shall not disclose any such Confidential Information (or use the same except to the extent the use or disclosure of Confidential Information is permitted by this Agreement or any other Transaction Agreement) to unaffiliated Persons, provided that Impala may disclose, or may permit disclosure of, Confidential Information ( i ) to its 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 Impala and in respect of whose failure to comply with such obligations, Impala will be responsible, ( ii ) if Impala or any of its Representatives that receive Confidential Information or are controlled by Impala 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 Impala or its Representatives against Parent or its Affiliates or vice versa, ( iv ) as necessary in order to permit Impala to prepare and disclose its financial statements, or other required disclosures required by Law or such applicable stock exchange rule or ( v ) as reasonably necessary to be disclosed in materials used in connection with any Impala Financing; provided that as far in advance as reasonably practicable before making such disclosure, Impala will furnish to Parent and Issuer copies of the portion of any document containing such Confidential Information and prepared to be used in connection therewith, and Parent and Issuer shall have the opportunity reasonably to comment upon, or object to, the information contained therein and Impala will make corrections reasonably requested by Parent and Issuer with respect to such information. Impala further agrees to use (and to cause each of its Representatives that receive Confidential Information and are controlled by Impala to use) at least the same degree of efforts to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft as such Persons apply with respect to their own information. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, Impala shall provide Issuer with written notice as promptly as practicable of any such request or requirement and Issuer may seek a protective order or other appropriate remedy, which such parties will cooperate in obtaining (at Issuer’s sole cost and expense). In the event that such appropriate protective order or other remedy is not obtained, Impala shall furnish, or cause to be furnished, only that portion of the Confidential Information that is necessary to be disclosed and shall use its reasonable best efforts to cooperate with Issuer to obtain confidential treatment of such disclosed information, at Issuer’s sole cost and expense. Notwithstanding the foregoing, Confidential Information shall not include information that is or was ( A ) in the public domain through no action of Impala or its Representatives in violation of this Agreement, ( B ) acquired from other sources by Impala or its Representatives to which it was furnished, ( C ) independently developed by Impala or its Representatives without reference to the Confidential Information of the Issuer or its Subsidiaries and without a breach of this Agreement or ( D ) approved for release by written authorization of the Issuer; provided , however , in the case of clause (B) that, to the knowledge of Impala, such sources did not provide such information in breach of any confidentiality obligations. The provisions of this Section  3.03 shall survive until one (1) year after such time as Impala and its Affiliates cease to have a right to information under Section  3.01 .

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Section 3.04 Prohibited Actions . Without the prior written consent of Impala, Parent shall not, and shall cause its Subsidiaries not to:

(a) transfer, sell, assign or otherwise dispose of in a taxable transaction any Transferred Asset (as defined in the Transaction Agreement) prior to the third anniversary of the date of this Agreement (other than (i) sales of Inventory (as defined in the Transaction Agreement) in the ordinary course, (ii) the sale of certain machinery to Impala as contemplated by the Transaction Agreement, (iii) disposal or scrapping of obsolete, damaged or unusable assets; or (iv) immaterial sales);

(b) cause Issuer or any domestic Subsidiary of Issuer that is treated as a partnership or disregarded entity for U.S. federal income tax purposes to elect to be treated as a corporation for U.S. federal income tax purposes, or contribute, convey, assign or transfer any assets of such entity to any Affiliate of Issuer that is treated as a corporation for U.S. federal income tax purposes, until such time as Impala no longer holds any Common Units;

(c) guarantee any indebtedness for money borrowed of Issuer or any of its Subsidiaries (other than existing guarantees under bond indentures and guarantees by Issuer and its Subsidiaries of indebtedness of Issuer and its Subsidiaries), until such time as Impala no longer holds any Common Units;

(d) voluntarily prepay or amend the principal amount or amortization terms of the Assumed Debt prior to the second anniversary of the date of this Agreement (other than, for the avoidance of doubt, the release of Impala’s guarantee of the Assumed Debt); or

(e) agree, resolve or commit to do any of the foregoing.

Section 3.05 Outside Activities of Parent . During the period that Impala holds Common Units, Parent 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 or disposition of Common Units, (b) the management of the business and affairs of the Intermediate Entities (as defined in the LLC Agreement), Issuer and its Subsidiaries, (c) the operation of Parent as a reporting company with a class (or classes) of securities registered under Section 12 of the Exchange Act, 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 Issuer, 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 or in the Transaction Agreements, the net proceeds of any financing raised by Parent pursuant to the preceding clauses (d) and (e) shall be made available to Issuer, whether as capital contributions, loans or otherwise, in the same form and on terms no less favorable to Issuer than the terms on which such financing was obtained by Parent. Notwithstanding the foregoing, nothing in this Section  3.05 shall prohibit Parent, directly or indirectly from (i) acquiring businesses, assets, equity, or other property from any Person or using Parent Securities, cash or other property as consideration in a merger, purchase or any other form

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of business combination transaction, so long as such acquired businesses, assets, equity or property are contributed to the Issuer as soon as reasonably practicable, (ii) being involved in a Parent Change of Control Transaction (as defined in the Exchange Agreement) or (iii) such activities as are incidental to the foregoing.

ARTICLE IV

MISCELLANEOUS

Section 4.01 Additional Holders . To the extent that Impala validly transfers any or all of its Common Units to any of its Affiliates in a transaction in accordance with, and not in contravention of, the LLC Agreement, the Exchange Agreement or the Registration Rights Agreement, as applicable, then such Affiliate transferee (each, a “ Permitted Transferee ”) shall be required, in connection with such transaction, to execute and deliver a joinder to this Agreement, substantially in the form of Exhibit A hereto, whereupon such Permitted Transferee shall become a Holder hereunder.

Section 4.02 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, so long as a receipt of such e-mail is requested and received by non-automated response 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 Parent to:

1500 Riveredge Parkway NW

Suite 100, 9th Floor

Atlanta, GA. 30328

Attention: Lauren Tashma

Email:                lauren.tashma@graphicpkg.com

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

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Attention: William Scott Ortwein

Email: scott.ortwein@alston.com

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(b) if to Impala, to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention: General Counsel

Email:        sharon.ryan@ipaper.com

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

Attention:  Jeffrey J. Rosen

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 4.03 Authority; No Conflict .

(a) Each of the parties hereto represents to the other that (i) it has the corporate power and authority to execute, deliver and perform this Agreement, (ii) the execution, delivery and performance of this Agreement by it has been duly authorized by all necessary corporate action and no such further action is required, (iii) it has duly and validly executed and delivered this Agreement, and (iv) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity principles.

(b) Each of the parties hereto represents to the other that neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby nor compliance with the terms hereof will violate, conflict with or result in a breach, or constitute a default (with or without notice or lapse of time or both) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise, license, judgment, order, notice decree, statute, law, ordinance, rule or regulation applicable to such party or to such party’s property or assets.

Section 4.04 Binding Effect . The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the parties hereto and their respective successors and permitted assigns.

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Section 4.05 Governing Law; WAIVER OF JURY TRIAL; Jurisdiction; Specific Performance .

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement 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, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily 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 BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, 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 SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

(c) 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 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 4.05 , (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

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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  4.05 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 4.02 , 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.

(d) In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this 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, 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 4.06 Counterparts; Electronic Transmission of Signatures . 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 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 4.07 Assignment; No Third Party Beneficiaries .

(a) This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided , however , that the Agreement shall be assigned (in whole or in part, as applicable) to any Permitted Transferee to whom Common Units are transferred in accordance and compliance with the LLC Agreement and the Exchange Agreement.

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(b) Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 4.08 Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable Law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

Section 4.09 Entire Agreement . This Agreement and, as applicable, the other Transaction Agreements, constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.

Section 4.10 Amendment . This Agreement may only be amended or modified, in whole or in part, at any time and from time to time by a written instrument signed by (i) each of Parent and (ii) the Holders of a majority of the outstanding Common Units entitled to be exchanged pursuant to the Exchange Agreement.

Section 4.11 Waiver . Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived at any time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

[Signature Page to the Governance Agreement]

Exhibit 10.4

Execution Copy

TAX RECEIVABLE AGREEMENT

by and among

GPI HOLDING III, LLC,

GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC,

GRAPHIC PACKAGING HOLDING COMPANY,

and

INTERNATIONAL PAPER COMPANY

DATED AS OF JANUARY 1, 2018

TAX RECEIVABLE AGREEMENT

This TAX RECEIVABLE AGREEMENT (this “ Agreement ”), dated as of January 1, 2018 (the “ Effective Date ”) is hereby entered into by and among GPI HOLDING III, LLC, a Delaware limited liability company (the “ Gazelle Member ”), GRAPHIC PACKAGING INTERNATIONAL PARTNERS, LLC (f/k/a GAZELLE NEWCO LLC), a Delaware limited liability company (the “ Company ”), GRAPHIC PACKAGING HOLDING COMPANY, a Delaware corporation (the “ Corporate Taxpayer ”), and INTERNATIONAL PAPER COMPANY, a New York corporation (“ Impala ”).

RECITALS

WHEREAS, the Corporate Taxpayer is the common parent of certain Subsidiaries that are members of an affiliated group of corporations filing consolidated U.S. federal income Tax Returns (the “ Consolidated Group ”);

WHEREAS, the Corporate Taxpayer, indirectly through Subsidiaries that are members of the Consolidated Group, holds 100% of all interests in the Gazelle Member;

WHEREAS, the Gazelle Member is the managing member of the Company, an entity classified as a partnership for U.S. federal income Tax purposes, and holds Units, as defined below;

WHEREAS, the Company and each of its direct and indirect Subsidiaries that is treated as a partnership for U.S. federal income Tax purposes will have in effect an election under Section 754 of the Internal Revenue Code of 1986 (the “ Code ”), for each Taxable Year in which an Exchange occurs, which election is expected to result, with respect to the Consolidated Group, in an adjustment to the Tax basis of the assets owned by the Company and such Subsidiaries;

WHEREAS, Impala currently holds Units and may transfer all or a portion of such Units in one or more Exchanges, and as a result of such Exchanges, the Consolidated Group is expected to obtain or be entitled to certain Tax benefits as further described herein; and

WHEREAS, this Agreement is intended to set forth the agreements among the parties hereto regarding the sharing of certain Tax benefits realized by the Consolidated Group because of Exchanges;

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

ARTICLE I

DEFINITIONS AND USAGE

Section 1.1  Definitions . As used in this Agreement, the terms set forth in this Article I shall have the following meanings;

“ Accrued Amount ” means, with respect to any Tax Benefit Payment or any Early Termination Payment, interest on such Tax Benefit Payment or such Early Termination Payment, as applicable, calculated at the Accrual Rate, from the applicable Exchange Date or date of Early Termination until the date on which such Tax Benefit Payment or such Early Termination Payment, as applicable, is due and payable or, if earlier, made. The Accrued Amount shall be treated as interest rather than as additional consideration for the acquisition of Units in an Exchange unless otherwise required by law.

“ Accrual Rate ” means a per annum rate equal to the per annum interest rate then in effect under the then Existing Credit Agreement.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.

“ Agreed Rate ” means the Corporate Taxpayer’s weighted average cost of capital, as calculated on the page “WACC” of Bloomberg L.P. or its successor on the Exchange Date (for purposes of calculating a Tax Benefit amount) or on the date on which a Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement is due and payable, as applicable.

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

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“ Assumed Aggregate Tax Rate ” means, with respect to any Taxable Year, the sum of (x) the Assumed State and Local Tax Rate for such Taxable Year and (y) the Assumed Federal Rate for such Taxable Year.

“ Assumed Federal Rate ” means, with respect to any Taxable Year, the highest marginal U.S. federal income Tax rate applicable to the Consolidated Group specified for each such Taxable Year by the Code (as in effect on the applicable Exchange Date or date of Early Termination).

“ Assumed State and Local Tax Rate ” means, with respect to any Taxable Year, (a) the sum of the products of (i) the Consolidated Group’s income and franchise tax apportionment rate(s) for the Taxable Year prior to the Taxable Year including the Exchange for each state and local jurisdiction in which the Company (or any of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity) or the Consolidated Group files an income or franchise tax return for the relevant Taxable Year and (ii) the highest corporate income and franchise tax rate(s) (as specified for each such Taxable Year by the applicable law in effect on the applicable Exchange Date or date of Early Termination) for each state and local jurisdiction in which the Company (or any of its direct or indirect subsidiaries that are treated as a partnership or disregarded entity) or the Consolidated Group files an income or franchise tax return for each relevant Taxable Year, reduced by (b) the product of (i) the Assumed Federal Rate for the relevant Taxable Year and (ii) the rate calculated under clause (a).

“ Bankruptcy Code ” means title 11 of the United States Code.

“ Basis Adjustment ” means the net adjustment (i.e., considering both increases and decreases) to the Tax basis of the Reference Assets as a result of an Exchange (but not including Tax Benefit Payments or any Accrued Amount paid pursuant to this Agreement with respect to such Exchange), as calculated under Section  2.1 of this Agreement, including, but not limited to the adjustments that arise: (i) under Sections 734(b) and 743(b) of the Code (in situations where, following an Exchange, the Company remains classified as a partnership for U.S. federal income tax purposes); and (ii) under Sections 732(b), 734(b) and 1012 of the Code (in situations where, as a result of one or more Exchanges, the Company becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes). Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of Units shall be determined without regard to any Pre-Exchange Transfer of such Units, and as if such Pre-Exchange Transfer had not occurred.

“ Beneficial Owner ” has the meaning set forth in Rule 13d-3 of the rules promulgated under the Exchange Act.

“ Board ” means the board of directors of the Corporate Taxpayer.

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

“ Call Right ” has the meaning set forth in Section  2.02(c) of the Exchange Agreement.

“ Code ” has the meaning set forth in the Recitals to this Agreement (or any successor U.S. federal income Tax statute).

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

“ Company LLC Agreement ” means the Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Effective Date.

“ Consolidated Group ” has the meaning set forth in the Recitals to this Agreement.

“ Consolidated Group Return ” means the U.S. federal income Tax Return of the Consolidated Group filed with respect to Taxes for any Taxable Year.

“ Control ” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

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

“ Dispute ” has the meaning set forth in Section  7.9(a) of this Agreement.

“ Disputing Party ” has the meaning set forth in Section  7.10 of this Agreement.

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“ Early Termination ” has the meaning set forth in Section  4.1 of this Agreement.

“ Early Termination Notice ” has the meaning set forth in Section  4.4 of this Agreement.

“ Early Termination Payment ” has the meaning set forth in Section  4.5(b) of this Agreement.

“ Early Termination Schedule ” has the meaning set forth in Section  4.4 of this Agreement.

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

“ Exchange ” means any transfer of Units, pursuant to the Exchange Agreement, by the TRA Holder either to (i) the Company or (ii) the Gazelle Member pursuant to the Call Right.

“ Exchange Act ” means the Securities Exchange Act of 1934.

“ Exchange Agreement ” means the Exchange Agreement by and among the Gazelle Member, the Company, the Corporate Taxpayer and Impala, dated as of the Effective Date.

“ Exchange Date ” means each date on which an Exchange is consummated or deemed to be consummated pursuant to the terms of the Exchange Agreement.

“ Exchange Schedule ” has the meaning set forth in Section  2.1 of this Agreement.

“ Existing Credit Agreement ” means that certain Second Amended and Restated Credit Agreement, dated as of October 1, 2014, as amended, restated, supplemented, replaced, or modified from time to time after the date hereof, 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.

“ Expert ” means such nationally recognized expert in the particular area of disagreement as is mutually acceptable to the parties.

“ Formation Transactions ” means (i) any transactions contemplated by the Transaction Agreement, and (ii) any restructuring transactions in furtherance thereof. For the avoidance of doubt, an Exchange shall not be treated as a Formation Transaction.

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

“ GPI ” means Graphic Packaging International, LLC (f/k/a Graphic Packaging International, Inc.), a Delaware limited liability company.

“ IRS ” means the U.S. Internal Revenue Service.

“ Notice of Exchange ” has the meaning set forth in Section  2.02 of the Exchange Agreement.

“ Objection Notice ” has the meaning set forth in Section  2.2 of this Agreement.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.

“ Pre-Exchange Transfer ” means any transfer of one or more Units (i) that occurs prior to an Exchange of such Units, and (ii) to which Section 743(b) of the Code applies.

“ Reconciliation Dispute ” has the meaning set forth in Section  7.10 of this Agreement.

“ Reconciliation Procedures ” means the procedures described in Section  7.10 of this Agreement.

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“ Reference Asset ” means, with respect to any Exchange, an asset (other than cash or a cash equivalent) that is held by the Company, or any of its direct or indirect Subsidiaries that is treated as a partnership or disregarded entity for U.S. federal income Tax purposes (but only to the extent such Subsidiaries are not held through any entity treated as a corporation for U.S. federal income Tax purposes), at the time of such Exchange. A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to a Reference Asset.

“ Schedule ” means any of the following: (i) an Exchange Schedule, (ii) a Tax Benefit Payment Schedule, or (iii) an Early Termination Schedule.

“ Shares ” means shares of common stock, par value $0.01, of the Corporate Taxpayer.

“ Subsidiaries ” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.

“ Tax Benefit ” means with respect to each Exchange, for each Taxable Year ending on or after the Taxable Year in which the applicable Exchange has been effected, the present value of the product of (x) the Taxable Year Benefit for such Taxable Year and (y) the Assumed Aggregate Tax Rate for such Taxable Year. For purposes of computing the present value, the Tax Benefit will be discounted from the due date for the Consolidated Group Return for such Taxable Year to the applicable Exchange Date or date of Early Termination at the Agreed Rate.

“ Tax Benefit Payment ” shall equal 50% of the Total Projected Tax Benefit.

“ Tax Benefit Payment Schedule ” has the meaning set forth in Section  2.1 of this Agreement.

“ Tax Proceeding ” means any audit, examination, or any other administrative or judicial proceeding of the Corporate Taxpayer or its Subsidiaries by a Taxing Authority.

“ Tax Return ” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

“ Taxable Year ” means a taxable year of the Consolidated Group as defined in Section 441(b) of the Code (which, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the Effective Date.

“ Taxable Year Benefit ” means, for each Taxable Year and for each Exchange, an amount equal to the product of (x) the quotient of (A) the Basis Adjustment attributable to the applicable Exchange over (B) 84 and (y) the number of months in the applicable Taxable Year (beginning with the month in which such Exchange is made and ending with the month prior to the month which includes the seventh anniversary of such Exchange).

“ Taxes ” means any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Taxes.

“ Taxing Authority ” means the IRS and any federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any Tax authority, or any other authority exercising Tax regulatory authority.

“ Total Projected Tax Benefit ” means, with respect to an Exchange, the sum of the Tax Benefits for each Taxable Year.

“ TRA Holder ” means Impala.

“ Transaction Agreement ” means the Transaction Agreement, dated October 23, 2017, among the Corporate Taxpayer, the Company, GPI, and Impala.

“ Treasury Regulations ” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.

“ Units ” has the meaning set forth in the Company LLC Agreement.

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Section 1.2  Other Definitional and Interpretative Provisions . When a reference is made in this Agreement to an Article or Section, such reference shall be to an Article or Section 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,” “either,” and “or” 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. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to any law shall be deemed to refer to such law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person shall be deemed to refer to that Person’s successors and permitted assigns. References to an Exchange shall be deemed to include references to a deemed Exchange resulting from an Early Termination unless otherwise indicated or required by context.

ARTICLE II

DETERMINATION OF CERTAIN TAX BENEFITS

Section 2.1  Exchange Schedules . Within ninety (90) calendar days of an Exchange Date the Corporate Taxpayer shall deliver to the TRA Holder a schedule (the “ Exchange Schedule ”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Basis Adjustment with respect to the Reference Assets as a result of such Exchange, (ii) the calculation of the Tax Benefit Payment due to the TRA Holder (a “ Tax Benefit Payment Schedule ”), (iii) an estimate of the Accrued Amount with respect to any such Tax Benefit Payment, and (iv) any other work papers reasonably requested by the TRA Holder. In addition, the Corporate Taxpayer shall allow the TRA Holder reasonable access, at no cost, to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Tax Benefit Payment Schedule, but with reasonable measures taken to preserve any available evidentiary privileges. A Tax Benefit Payment Schedule will become final as provided in Section  2. 2 .

Section 2.2  Procedure . A Schedule shall become final and binding on all parties sixty (60) calendar days from the first date on which the TRA Holder has received the Schedule unless the TRA Holder, within sixty (60) calendar days after receiving a Schedule, provides the Corporate Taxpayer with notice of a material objection to such Schedule (“ Objection Notice ”) made in good faith. If the Corporate Taxpayer and the TRA Holder, for any reason, are unable to resolve the issues raised in an Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer of such Objection Notice, the Corporate Taxpayer and the TRA Holder shall employ the Reconciliation Procedures under Section  7.10 or Resolution of Disputes procedures under Section  7.9 , as applicable.

Section 2.3  Section 754 Election . In its capacity as the sole managing member of the Company, the Gazelle Member will ensure that, effective with respect to the first Exchange hereunder and continuing throughout the term of this Agreement, the Company and any of its eligible Subsidiaries will have in effect an election pursuant to Section 754 of the Code (and under any similar provisions of applicable U.S. state or local law).

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ARTICLE III

TAX BENEFIT PAYMENTS

Section 3.1  Payments .

(a) With respect to each Exchange, the Gazelle Member shall pay the Tax Benefit Payment and the Accrued Amount attributable to such Exchange. Such payment shall be due within five (5) Business Days after the applicable Tax Benefit Payment Schedule delivered to the TRA Holder becomes final in accordance with Section  2.2 . Each such payment shall be made by check, by wire transfer of immediately available funds to the bank account previously designated by the TRA Holder to the Gazelle Member, or as otherwise agreed by the Gazelle Member and the TRA Holder.

(b) Except as otherwise expressly provided in the Transaction Agreement or this Agreement, each party (i) will bear the Taxes imposed on it with respect to any Formation Transaction, (ii) is responsible for its own Taxes attributable to any period, and (iii) retains its own net operating losses, Tax credits, and other Tax attributes. Any refunds with respect to Taxes will be allocable to the party responsible for the underlying Tax, and the parties shall cooperate to mitigate any such Taxes.

Section 3.2  No Duplicative Payments . It is intended that the provisions of this Agreement (including provisions relating to Tax Benefit Payments and an Early Termination Payment) will not result in duplicative payment of any amount (including interest). It is also intended that the provisions of this Agreement will result in the TRA Holder being paid both (x) 50% of the Total Projected Tax Benefit for each Exchange and (y) the Accrued Amount with respect to each Tax Benefit Payment. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.

ARTICLE IV

TERMINATION

Section 4.1  Early Termination at Election of the Gazelle Member . The Gazelle Member may terminate this Agreement at any time by paying to the TRA Holder the Early Termination Payment due to the TRA Holder pursuant to Section  4.5(b) (such termination, an “ Early Termination ”); provided that the Gazelle Member may withdraw any notice of exercise of its termination rights under this Section  4.1 prior to the time at which any Early Termination Payment is required to be paid pursuant to Section  4.5(a) . Upon the Exchange or other disposition of all of the TRA Holder’s Units and payment of the Early Termination Payment by the Gazelle Member neither the TRA Holder nor the Gazelle Member shall have any further payment obligations under this Agreement, other than for any Tax Benefit Payment previously due and payable but unpaid as of the Early Termination Notice and, except to the extent included in the Early Termination Payment, any Tax Benefit Payment due for any Taxable Year ending prior to, with or including the date of an Early Termination Notice. Upon payment of all amounts provided for in this Section  4.1 , this Agreement shall terminate.

Section 4.2  Breach of Agreement .

(a) In the event that the Gazelle Member breaches any of its material obligations under this Agreement, whether as a result of failure to make any payment within three (3) months of the date when due, as a result of failure to honor any other material obligation required hereunder or by operation of law as a result of the rejection of this Agreement in a case commenced under the Bankruptcy Code or otherwise, then if the TRA Holder so elects, such breach shall be treated as an Early Termination; provided that, in all instances, the Gazelle Member shall be given sixty (60) days after notice of such election in which to cure any breach. Upon such election, and the Gazelle Member’s failure to timely cure, all obligations hereunder shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include any Tax Benefit Payment previously due and payable for any Taxable Year but not previously paid. Notwithstanding the foregoing, in the event that the Gazelle Member breaches this Agreement, if the TRA Holder does not elect to treat such breach as an Early Termination pursuant to this Section  4.2(a) , the TRA Holder shall be entitled to seek specific performance of the terms hereof.

(b) Notwithstanding anything in this Agreement to the contrary, except in the case of an Early Termination Payment or any payment treated as an Early Termination Payment, it shall not be a breach of this Agreement if the Gazelle Member fails to make any Tax Benefit Payment when due to the extent that the Company is unable to make distributions in respect of such Tax Benefit Payment pursuant to Section  4.02 of the Company LLC Agreement; provided that the interest provisions of Section  5.2 shall apply to such late payment; and provided further that it shall be a breach of this Agreement, and the provisions of Section  4.2(a) shall apply as of the original due date of the Tax Benefit Payment, if the Corporate Taxpayer makes any distribution of cash or other property to its stockholders while any Tax Benefit Payment is due and payable but unpaid.

Section 4.3  Early Termination upon Exercise of Drag-Along Right or Tag-Along Right .

(a) If the TRA Holder transfers its Units as a result of the Gazelle Member (and/or its Affiliates) exercising its Drag-Along Right (as defined in Section  10.05(a) of the Company LLC Agreement), the transfer shall be treated as an Early Termination occurring on the date the Applicable Sale Notice (as defined in Section  10.05(b) of the Company LLC Agreement) is delivered to the TRA Holder.

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(b) If the TRA Holder transfers Units in a Tag-Along Sale (as defined in Section  10.05(c) of the Company LLC Agreement) by exercising its Tag-Along Right (as defined in Section  10.05(c) of the Company LLC Agreement), the transfer of such Units by the TRA Holder shall be treated as an Early Termination occurring on the date the TRA Holder exercises such Tag-Along Right. For the avoidance of doubt, treatment as an Early Termination pursuant to this paragraph shall only apply with respect to the Units actually transferred by the TRA Holder in connection with the Tag-Along Sale.

Section 4.4  Early Termination Notice . If the Gazelle Member chooses to exercise its right of early termination under Section  4.1 above, the Gazelle Member shall deliver to the TRA Holder notice of such intention to exercise such right (the “ Early Termination Notice ”). Upon delivery of an Early Termination Notice or the occurrence of an event described in Section  4.2(a) , Section  4.3(a) , or Section  4.3(b) , the Gazelle Member shall have ninety (90) days to deliver to the TRA Holder a Schedule that shows, in reasonably detail necessary to perform the calculations required by this Agreement (i) the Basis Adjustment with respect to the Reference Assets as a result of such Early Termination, (ii) the calculation of the Early Termination Payment due to the TRA Holder (the “ Early Termination Schedule ”), (iii) an estimate of the Accrued Amount with respect to the Early Termination Payment, and (iv) any other work papers reasonably requested by the TRA Holder. In addition, the Corporate Taxpayer shall allow the TRA Holder reasonable access, at no cost, to the appropriate representatives of the Corporate Taxpayer in connection with a review of the Early Termination Schedule, but with reasonable measures taken to preserve any available evidentiary privileges. An Early Termination Schedule will become final as provided in Section  2.2 .

Section 4.5  Payment upon Early Termination .

(a) Within three (3) calendar days after an Early Termination Schedule becomes final and binding on all parties (pursuant to Section  2.2 ), the Gazelle Member shall pay to the TRA Holder its Early Termination Payment. Each such payment shall be made by check, by wire transfer of immediately available funds to a bank account or accounts designated by the TRA Holder, or as otherwise agreed by the Gazelle Member and the TRA Holder.

(b) Except as otherwise provided in Section  4.3(b) , in the event of an Early Termination, the TRA Holder shall receive an amount equal to the amount of the Tax Benefit Payment that would be due if any Units that had not been Exchanged by the TRA Holder prior to the date the Early Termination Payment is required to be paid pursuant to paragraph (a) were Exchanged on the date the Early Termination Notice was given (the “ Early Termination Payment ”).

ARTICLE V

SUBORDINATION AND LATE PAYMENTS

Section 5.1  Subordination . Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment, Early Termination Payment, or any payment pursuant to Section  5.2, shall rank pari passu with all current or future unsecured obligations of the Gazelle Member. For the avoidance of doubt, notwithstanding the above, the determination of whether it is a breach of this Agreement if the Gazelle Member fails to make any Tax Benefit Payment or other payment under this Agreement when due is governed by Section  4.2 . To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of Section  4.2 or this Section  5.1 and the terms of the agreements governing secured obligations of the Corporate Taxpayer and its Subsidiaries, such payment obligation nevertheless shall accrue for the benefit of the TRA Holder and the Gazelle Member shall make such payments at the first opportunity that such payments are permitted to be made in accordance with the terms of such obligations.

Section 5.2  Late Payments by the Gazelle Member . The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement not made to the TRA Holder when due under the terms of this Agreement, whether as a result of Section  5.1 , Section  4.2(b) , or otherwise, shall be payable together with any interest thereon, computed at the Agreed Rate and commencing from the date on which such Tax Benefit Payment, Early Termination Payment or any other payment under this Agreement was due and payable.

ARTICLE VI

NO DISPUTES; CONSISTENCY; COOPERATION

Section 6.1  Participation in the Corporate Taxpayer ’ s and its Subsidiaries ’ Tax Matters . Except as otherwise provided herein or in the Company LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and its Subsidiaries, including the Gazelle Member and the Company, including without limitation preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

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Section 6.2  Consistency . Unless there is a Determination to the contrary, the Corporate Taxpayer and the TRA Holder agree to report, and to cause their respective Subsidiaries to report, for all purposes, including U.S. federal, state and local Tax purposes and financial reporting purposes, all Tax-related items (including, without limitation, each Basis Adjustment and each Tax Benefit Payment), but, for financial reporting purposes, only in respect of items that are not explicitly characterized as “deemed” or in a similar manner by the terms of this Agreement, in a manner consistent with the description of any Tax characterization herein and any Schedule required to be provided by or on behalf of the Corporate Taxpayer under this Agreement, as finally determined pursuant to Section  2.2 . If the Corporate Taxpayer and the TRA Holder, for any reason, are unable to successfully resolve any disagreement concerning such treatment within thirty (30) calendar days, the Corporate Taxpayer and the TRA Holder shall employ the Reconciliation Procedures under Section  7.10 or Resolution of Disputes procedures under Section  7.9 , as applicable.

Section 6.3  Cooperation . The TRA Holder shall (i) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any Tax Proceeding, (ii) make itself available to the Corporate Taxpayer to provide explanations of documents and materials and such other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described in clause (i) above, and (iii) reasonably cooperate in connection with any such matter. The Corporate Taxpayer shall reimburse the TRA Holder for any reasonable third-party costs and expenses incurred pursuant to this Section  6.3 . In the event that there is a change in law that results in a material change to the way the Basis Adjustment is calculated or utilized, rendering the treatment herein unworkable, the parties agree that they will work together in good faith to identify another approach that compensates the TRA Holder for 50% of the present value benefit, if any, that the Consolidated Group realizes as a result of any gain recognized by the TRA Holder on Exchanges of its Units (assuming that the Consolidated Group is able to fully utilize any benefit available).

ARTICLE VII

MISCELLANEOUS

Section 7.1  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, so long as a receipt of such e-mail is requested and received by non-automated response 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):

If to the Corporate Taxpayer, the Gazelle Member or the Company, to:

Gazelle Packaging International, LLC.

1500 Riveredge Parkway

Suite 100

Law Department—9th Floor

Atlanta, GA 30328

Attention: Lauren Tashma

Email: lauren.tashma@graphicpkg.com

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

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Attention: Sam Kaywood

Email: scott.ortwein@alston.com

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If to Impala, to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention:         General Counsel

E-Mail: sharon.ryan@ipaper.com

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

Vinson & Elkins LLP

2200 Pennsylvania Avenue NW

Suite 500 West

Washington, DC 20037

jgarcia@velaw.com

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 7.2  Counterparts . 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 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 7.3  Entire Agreement; No Third Party Beneficiaries . This Agreement and, as applicable, the other Ancillary Agreements (as defined in the Transaction Agreement), constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement. This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 7.4  Governing Law; WAIVER OF JURY TRIAL Jurisdiction; Specific Performance .

(a) This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement 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, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily 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 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 SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

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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 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 7.4(b) (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 4.05 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.

(c) In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this 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, 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 7.5  Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable Law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

Section 7.6  Successors; Assignment .

(a) The TRA Holder may not assign this Agreement to any Person without the prior written consent of the Gazelle Member, which consent may be withheld in the sole discretion of the Gazelle Member; provided, however, that the TRA Holder may, without the prior written consent of the Gazelle Member, transfer the TRA Holder’s rights under this Agreement to an Affiliate of the TRA Holder in connection with a transfer of Units to such Affiliate, as long as such transferee has executed and delivered, or, in connection with such transfer, executes and delivers, a joinder to this Agreement agreeing to become the “TRA Holder” for all purposes of this Agreement; and further provided that the transferee Affiliate and its equity holders agree that equity interests in such transferee Affiliate are subject to the same transfer restrictions as contained in Article X of the Company LLC Agreement, mutatis mutandis. For the avoidance of doubt, if the TRA Holder transfers Units but does not assign to the transferee of such Units the rights of the TRA Holder under this Agreement with respect to such transferred Units, the TRA Holder shall be entitled to receive any Tax Benefit Payments arising in respect of a subsequent Exchange of such Units.

(b) Except as otherwise specifically provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall cause any direct or indirect successor

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(whether by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.

Section 7.7  Amendments . No provision of this Agreement may be amended unless such amendment is approved in writing by the Gazelle Member and the TRA Holder.

Section 7.8 Waivers. Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived at any time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure

Section 7.9  Resolution of Disputes .

(a) Any and all disputes which are not governed by Section  7.10 , including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance of this Agreement (including the validity, scope and enforceability of this Section  7.9 and Section  7.10 ) (each a “ Dispute ”) shall be governed by this Section  7.9 . The parties hereto shall attempt in good faith to resolve all Disputes by negotiation. If a Dispute between the parties hereto cannot be resolved in such manner, such Dispute shall be finally resolved by arbitration conducted by a single arbitrator in accordance with the then-existing rules of arbitration of the American Arbitration Association. If the parties to the Dispute fail to agree on the selection of an arbitrator within ten (10) calendar days of the receipt of the request for arbitration, the American Arbitration Association shall make the appointment. The arbitrator shall be a lawyer admitted to the practice of law in a U.S. state, or a nationally recognized expert in the relevant subject matter. Performance under this Agreement shall continue if reasonably possible during any arbitration proceedings. In addition to monetary damages, the arbitrator shall be empowered to award equitable relief, including an injunction and specific performance of any obligation under this Agreement. The arbitrator is not empowered to award damages in excess of compensatory damages, and each party hereby irrevocably waives any right to recover punitive, exemplary or similar damages with respect to any Dispute. The arbitral award shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues, or accounting presented to the arbitral tribunal. Judgment upon any award may be entered and enforced in any court having jurisdiction over a party or any of its assets.

(b) Notwithstanding the provisions of Section  7.9(a) , the Gazelle Member may bring an action or special proceeding in any court of competent jurisdiction for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and, for the purposes of this Section  7.9(b) , the TRA Holder (i) expressly consents to the application of Section  7.9(c) to any such action or proceeding, (ii) agrees that proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and (iii) irrevocably appoints the Gazelle Member as agent of such party for service of process in connection with any such action or proceeding and agrees that service of process upon such agent, who shall promptly advise such party in writing of any such service of process, shall be deemed in every respect effective service of process upon such party in any such action or proceeding.

(c) EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY FEDERAL COURT OF THE DISTRICT OF DELAWARE OR THE DELAWARE COURT OF CHANCERY FOR THE PURPOSE OF ANY JUDICIAL PROCEEDING BROUGHT IN ACCORDANCE WITH THE PROVISIONS OF PARAGRAPH (B) OF THIS SECTION 7.9 OR ANY JUDICIAL PROCEEDING ANCILLARY TO AN ARBITRATION OR CONTEMPLATED ARBITRATION ARISING OUT OF OR RELATING TO OR CONCERNING THIS AGREEMENT. Such ancillary judicial proceedings include any suit, action or proceeding to compel arbitration, to obtain temporary or preliminary judicial relief in aid of arbitration, or to confirm an arbitration award. The parties acknowledge that the fora designated by this Section  7.9(c) have a reasonable relation to this Agreement, and to the parties’ relationship with one another.

(d) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to personal jurisdiction or to the laying of venue of any such ancillary suit, action or proceeding brought in any court referred to in Section  7.9(c) and such parties agree not to plead or claim the same.

Section 7.10  Reconciliation . In the event that the TRA Holder (the “ Disputing Party ”) and the Corporate Taxpayer are unable to resolve a disagreement with respect to the calculations required to produce a Schedule (but not, for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or Schedules) within the relevant period designated in this Agreement (“ Reconciliation Dispute ”), the Reconciliation Dispute shall be submitted for determination to

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the Expert. The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the Disputing Party agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with the Corporate Taxpayer or the Disputing Party or other actual or potential conflict of interest. If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent of written notice of a Reconciliation Dispute, the Expert shall be appointed by the American Arbitration Association. The Expert shall resolve (a) any matter relating to the Exchange Schedule or the Early Termination Schedule within thirty (30) calendar days, (b) any matter relating to a Tax Benefit Payment Schedule within fifteen (15) calendar days, and (c) any matter related to treatment of any Tax-related item as contemplated in Section  6.2 within fifteen (15) calendar days, or, in each case, as soon thereafter as is reasonably practicable after such matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, any portion of such payment that is not under dispute shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The Corporate Taxpayer and the Disputing Party shall each bear its own costs and expenses of such proceeding, and the costs and fees of the Expert shall be borne equally, unless (i) the Expert adopts such Disputing Party’s position, in which case the Corporate Taxpayer shall reimburse such Disputing Party for any reasonable out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case such Disputing Party shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding. Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section  7.10 shall be decided by the Expert. The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section  7.10 shall be binding on the Corporate Taxpayer and its Subsidiaries and the Disputing Party and may be entered and enforced in any court having jurisdiction.

Section 7.11  Withholding . The Gazelle Member shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the Gazelle Member is required to deduct and withhold with respect to the making of such payment under the Code or any provision of U.S. federal, state, local or non-U.S. tax law; provided that the Gazelle Member shall use commercially reasonable efforts to notify the TRA Holder of its intent to withhold at least ten (10) Business Days prior to withholding such amounts. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Gazelle Member, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the TRA Holder. The Gazelle Member shall provide evidence of such payment to the TRA Holder upon the TRA Holder’s written request, to the extent that such evidence is available.

Section 7.12  Confidentiality .

(a) The TRA Holder acknowledges and agrees that the information of the Corporate Taxpayer is confidential and, except as required by law or legal process or to enforce the terms of this Agreement, such Person shall keep and retain in the strictest confidence and not disclose to any Person any such information. This Section  7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates, or becomes public knowledge (except as a result of an act of the TRA Holder in violation of this Agreement) and (ii) the disclosure of information (A) as may be proper in the course of performing the TRA Holder’s obligations, or monitoring or enforcing the TRA Holder’s rights, under this Agreement, (B) as part of the TRA Holder’s (or the TRA Holder’s Affiliates’) normal reporting, rating or review procedure (including normal credit rating and pricing process), or to the TRA Holder’s (or the TRA Holder’s Affiliates’) auditors, accountants, employees, attorneys or other agents, (C) to any bona fide prospective assignee of the TRA Holder’s rights under this Agreement, or prospective merger or other business combination partner of the TRA Holder, provided that such prospective assignee or merger partner agrees to be bound by the provisions of this Section  7.12 , (D) as is required to be disclosed by order of a court of competent jurisdiction, administrative body or governmental body, or by subpoena, summons or legal process, or by law, rule or regulation; provided that the TRA Holder, if required to make any such disclosure, to the extent legally permissible shall provide the Corporate Taxpayer prompt notice of such disclosure, or (E) to the extent necessary for the TRA Holder to prepare and file its Tax Returns, to respond to any inquiries regarding such Tax Returns from any Taxing Authority or to prosecute or defend any Tax Proceeding with respect to such Tax Returns.

(b) If the TRA Holder commits a breach, or threatens to commit a breach, of any of the provisions of this Section  7.12 , the Corporate Taxpayer shall have the right and remedy to have the provisions of this Section  7.12 specifically enforced by injunctive relief or otherwise by any court of competent jurisdiction without the need to post any bond or other security, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to the Corporate Taxpayer or any of its Subsidiaries or the TRA Holder and that money damages alone shall not provide an adequate remedy to such Persons. Such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.

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Section 7.13. Expenses . All out-of-pocket expenses incurred by the Company or the Gazelle Member in administering this Agreement, including determining any amounts or preparing any Schedules under this Agreement, shall be borne equally by Impala and the Gazelle Member. The parties shall cooperate in the selection, staffing and terms of engagement of any third parties engaged by the Company (or its Affiliates) or the Corporate Taxpayer (or its Affiliates) in order to assist in administering this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Corporate Taxpayer, the Gazelle Member, the Company, and the TRA Holder have duly executed this Agreement as of the date first written above.

[Signature Page to Tax Receivable Agreement]

Exhibit 10.5

Execution Copy

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of January 1, 2018, is entered into between International Paper Company, a New York corporation (“ Impala ”) and Graphic Packaging Holding Company, a Delaware corporation (“ Parent ” ) . Certain terms used in this Agreement are defined in Section  1.01 .

W I T N E S S E T H:

WHEREAS, pursuant to that certain Transaction Agreement, dated October 23, 2017 (the “ Transaction Agreement ”), by and among Impala, Parent, Gazelle Newco LLC (n/k/a Graphic Packaging International Partners, LLC), a Delaware limited liability company and wholly owned subsidiary of Parent (“ Newco ”), and Graphic Packaging International, Inc. (n/k/a Graphic Packaging International, LLC), a Delaware corporation, Impala and Parent have agreed to combine the Transferred Business (as defined in the Transaction Agreement) with the business of Newco and have effected or agreed to effect the Transactions (as defined in the Transaction Agreement);

WHEREAS, in connection with the Transactions, Impala acquired newly issued membership interests in Newco (the “ Common Units ”), which Common Units are (subject to certain limitations) exchangeable on a 1:1 basis for Common Stock, $0.01 par value per share, of Parent (the “ Common Stock ”) or cash, in each case at the option of Parent; and

WHEREAS, Parent wishes to grant certain registration rights with respect to the Common Stock or other Registrable Securities held by Impala or any other Holder, on the terms and subject to the conditions set forth herein.

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Transaction Agreement. The following terms shall have the meanings set forth in this Section  1.01 :

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

“ Exchange Agreement ” means the Exchange Agreement, of even date herewith, by and among Newco, GPI Holding III, LLC, a Delaware limited liability company, Parent and Impala.

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“ Excluded Registration ” means a registration under the Securities Act of (i) Registrable Securities pursuant to one or more Demand Registrations pursuant to Article II hereof, (ii) securities registered on Form S-8 or any successor form, and (iii) securities registered to effect the acquisition of, or combination with, another Person.

“ Holder ” means (i) Impala and (ii) any direct or indirect transferee of Impala who shall become a party to this Agreement in accordance with Section  2.09 and has agreed in writing to be bound by the terms of this Agreement.

“ Person ” or “ person ” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof.

“ register ,” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

“ Registrable Securities ” means the Common Stock, including any shares thereof issuable upon or issued upon exercise, conversion or exchange of other securities of Parent or any of its subsidiaries (including Common Units) and any securities issued or issuable directly or indirectly with respect to, in exchange for, upon the conversion of or in replacement of the Common Stock, whether by way of a dividend or distribution or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, exchange or other reorganization, owned by the Holders, whether owned on the date hereof or acquired hereafter; provided , however , that securities that, pursuant to Section  3.01 , no longer have registration rights hereunder shall not be considered Registrable Securities.

“ Requesting Holder ” shall mean any Holder requesting to have its Registrable Securities included in any Demand Registration or Shelf Registration.

“ SEC ” means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

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Section 1.03 Rules of Construction . When a reference is made in this Agreement to an Article, Exhibit or Section, such reference shall be to an Article, Exhibit or Section of this Agreement unless otherwise indicated. The table of contents to this Agreement, and the Article, Exhibit 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,” “either,” and “or” 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”. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise modified from time to time in accordance with the terms thereof, and if applicable hereof. Without limiting the generality of the immediately preceding sentence, no amendment or other modification to any agreement, document or instrument that requires the consent of any Person pursuant to the terms of this Agreement or any other agreement will be given effect hereunder unless such Person has consented in writing to such amendment or modification. Wherever a conflict exists between this Agreement and any other agreement, this Agreement shall control but solely to the extent of such conflict. References to any Law shall be deemed to refer to such Law, together with the rules and regulations promulgated thereunder, in each case as may be amended from time to time and any successor thereto. References to any Person shall be deemed to refer to that Person’s successors and permitted assigns.

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ARTICLE II

REGISTRATION RIGHTS

Section 2.01 Demand Registration .

2.1.1 Request for Registration .

(a) Commencing on the second anniversary hereof (the “ First Registrable Date ”), subject to any restrictions contained in the Exchange Agreement, any Holder or Holders of Registrable Securities shall have the right to require Parent to file from time to time a registration statement on Form S-1 or S-3 or any other appropriate form under the Securities Act or Exchange Act for a public offering or the listing or trading of all or part of its or their Registrable Securities (including any public offering or listing or trading of securities of Parent) (a “ Demand Registration ”), by delivering to Parent written notice stating that such right is being exercised, naming, if applicable, the Holders whose Registrable Securities are to be included in such registration, specifying the number of each such Holder’s Registrable Securities to be included in such registration and, subject to Section  2.1.3 hereof, describing the intended method of distribution thereof (a “ Demand Request ”); provided , that, a Holder may make a Demand Request prior to, but within forty-five (45) days of, the First Registrable Date and in such event Parent shall not be obligated to file the registration statement in respect of such Demand Registration prior to the First Registrable Date. No Demand Registration shall be deemed to have occurred for purposes of the preceding sentence if no Exchange (as defined in the Exchange Agreement) is deemed to have occurred with respect to such registration.

(b) Subject to Section  2.1.6 , Parent shall file the registration statement in respect of a Demand Registration as soon as practicable and, in any event, within forty-five (45) days after receiving a Demand Request (the “ Required Filing Date ”) and shall use reasonable best efforts to cause the same to be declared effective by the SEC as promptly as practicable after such filing; provided , however , that:

(i) Parent shall not be obligated to effect a Demand Registration pursuant to Section  2.1.1(a) within one hundred and eighty (180) days after the effective date of a previous Demand Registration, other than a Shelf Registration pursuant to this Article II ; and

(ii) Parent shall not be obligated to effect a Demand Registration pursuant to Section  2.1.1(a) unless the Demand Request is for a number of Registrable Securities in excess of the Minimum Amount (as defined in the Exchange Agreement).

2.1.2 Shelf Registration . With respect to any Demand Registration, the Requesting Holders may require Parent to effect a registration of the Registrable Securities under a registration statement pursuant to Rule 415 under the Securities Act (or any successor rule) (a “ Shelf Registration ”) or any takedown thereunder. To the extent Parent is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act) at the time any Demand Request is submitted, Parent shall file an automatic shelf registration statement (as defined in Rule 405 of the Securities Act) on Form S-3 in accordance with the requirements of the Securities Act, which covers those Registrable Securities requested to be registered and which shall be deemed for all purposes a Shelf Registration. For the avoidance of doubt, the filing of a prospectus supplement to a prospectus included as part of an effective Shelf Registration naming the Holder as a selling stockholder and registering the Registrable Securities specified in the applicable Demand Request shall be deemed to satisfy Parent’s obligations with respect to the filing (and effectiveness in the case of an automatic shelf registration statement) of a registration statement pursuant to this Agreement. Any Shelf Registration shall provide for the resale of the Common Stock from time to time in the United States by and pursuant to any method or combination of methods legally available to the Holder (including, without limitation, an underwritten offering, a direct sale to

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purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block trades, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). Parent shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration in accordance with the intended methods of disposition by the Holder thereof.

2.1.3 Selection of Underwriters . At the request of the Holders of a majority of the Registrable Securities to be registered, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a “firm commitment” underwritten offering. The Holders of a majority of the Registrable Securities to be registered in a Demand Registration shall select the investment banking firm or firms to manage the underwritten offering, provided, however, that such selection shall be subject to the consent of Parent, which consent shall not be unreasonably withheld or delayed. No Holder may participate in any registration pursuant to Section  2.1.1 that is to be effected through an underwritten offering unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements described above and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, further, however , that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Holder’s ownership of his or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Holder’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided , further , however , that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion thereto, and provided, further , that such liability will be limited to the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration.

2.1.4 Rights of Nonrequesting Holders . Upon receipt of any Demand Request, Parent shall promptly (but in any event within ten (10) days) give written notice of such proposed Demand Registration to all other Holders, who shall have the right, exercisable by written notice to Parent within ten (10) days) of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request; provided , however , that in connection with any Demand Request in connection with a Shelf Registration, Parent shall give written notice of such proposed Demand Registration to all other Holders within two (2) days of such Demand Request and all other Holders shall have the right, exercisable by written notice to Parent within two (2) days of their receipt of Parent’s notice, to elect to include in such Demand Registration such portion of their Registrable Securities as they may request. All Holders requesting to have their Registrable Securities included in a Demand Registration in accordance with the preceding sentence shall be deemed to be “Requesting Holders” for purposes of this Section  2.01 . Notwithstanding any other provision of this Agreement, if the demanding Holder wishes to engage in a block sale (including a block sale pursuant to a Shelf Registration, or in connection with the registration of the Holder’s Registrable Securities under an automatic shelf registration statement for purposes of effectuating a block sale), then notwithstanding the foregoing or any other provisions hereunder, no Holder shall be entitled to receive any notice of or have its Registrable Securities included in such block sale.

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2.1.5 Priority on Demand Registrations . No securities to be sold for the account of any Person (including Parent) other than a Requesting Holder shall be included in a Demand Registration unless the managing underwriter or underwriters shall advise the Requesting Holders that the inclusion of such securities will not adversely affect the price, timing or distribution of the offering or otherwise adversely affect its success (an “ Adverse Effect ”). Furthermore, if the managing underwriter or underwriters shall advise the Requesting Holders that, even after exclusion of all securities of other Persons pursuant to the immediately preceding sentence, the amount of Registrable Securities proposed to be included in such Demand Registration by Requesting Holders is sufficiently large to cause an Adverse Effect, the Registrable Securities of the Requesting Holders to be included in such Demand Registration shall equal the number of shares that the Requesting Holders are so advised can be sold in such offering without an Adverse Effect and such shares shall be included in the Demand Registration in the following order of priority (i) first, the Registrable Securities of Impala or its Affiliates (if Impala or any of its Affiliates is a Requesting Holder), (ii) second, pro rata among the other Requesting Holders on the basis of the number of Registrable Securities owned by each such Requesting Holder and (iii) third, any securities of Parent requested to be included for its own account.

2.1.6 Deferral of Filing . Parent may defer the filing (but not the preparation) of a registration statement or prospectus supplement required by Section  2.01 until a date not later than sixty (60) days after the Required Filing Date and not more than ninety (90) days in the aggregate in any twelve (12)-month period if (a) the Board of Directors of Parent or a committee of the Board of Directors of Parent determines in good faith that such registration would be materially detrimental to Parent and its stockholders; provided, however , that the Board of Directors of Parent or such committee, as applicable, shall, in making such determination, take into consideration the benefit to Parent of completing such registration and the reduction of the ownership of Registrable Securities by the Requesting Holder; provided, further, however , that Parent may not defer a filing pursuant to this clause (a) more than twice in any twelve (12)-month period with respect to a single offering of Registrable Securities, or (b) prior to receiving the Demand Request, Parent had determined to effect a registered underwritten public offering of Parent’s securities for Parent’s account and Parent had taken substantial steps (including, but not limited to, selecting underwriters for such offering) and is proceeding with reasonable diligence to effect such offering provided, however , that Parent may not defer a filing pursuant to this clause (b) more than once in any twelve (12)-month period with respect to a single offering of Registrable Securities. A deferral of the filing of a registration statement pursuant to this Section  2.1.6 shall be lifted, and the requested registration statement shall be filed forthwith, if, in the case of a deferral pursuant to clause (a) of the preceding sentence, the Board of Directors or such committee of the Board of Directors determines that such registration would no longer be materially detrimental to Parent and its stockholders, or, in the case of a deferral pursuant to clause (b) of the preceding sentence, the proposed registration for Parent’s account is abandoned. In order to defer the filing of a registration statement pursuant to this Section  2.1.6 , Parent shall promptly (but in any event within ten (10) days), upon determining to seek such deferral, deliver to each Requesting Holder a certificate signed by an executive officer of Parent stating that Parent is deferring such filing pursuant to this Section  2.1.6 and a general statement of the reason for such deferral and an approximation of the

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anticipated delay. Within twenty (20) days after receiving such certificate, the holders of a majority of the Registrable Securities held by the Requesting Holders and for which registration was previously requested may withdraw such Demand Request by giving notice to Parent; if withdrawn, the Demand Request shall be deemed not to have been made for all purposes of this Agreement.

2.1.7 Cancellation of a Demand Registration; Withdrawal . Each Holder that submitted a Demand Request pursuant to a particular offering and the Holders of a majority of the Registrable Securities that are to be registered in a particular offering pursuant to Section  2.01 shall have the right, prior to the effectiveness of the registration statement (or the filing of a prospectus supplement, in the case of a Shelf Registration), to notify Parent that it or they, as the case may be, have determined that the Demand Request be abandoned or withdrawn, in which event Parent shall abandon or withdraw such registration statement or prospectus supplement with respect to such Holder. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an underwritten offering pursuant to Section  2.01 (including the Holder who delivered the Demand Request with respect to such registration) shall be permitted to withdraw from such registration by written notice to Parent (i) at least two (2) Business Days prior to the earlier of the effective date of the registration statement filed in connection with such registration (or, if later, the filing of a prospectus supplement to a prospectus included as part of an effective Shelf Registration naming the Holder as a selling stockholder and registering the Registrable Securities requested to be included by such Holder in such Shelf Registration) and the anticipated filing of the “red herring” prospectus, if applicable, or (ii) at any time prior to the pricing of the offering if more than 10% of the Registrable Securities requested by such Holder to be included in such registration are not so included.

Section 2.02 Piggyback Registration .

2.2.1 Right to Piggyback . Each time Parent proposes to register any of its equity securities (other than pursuant to an Excluded Registration) under the Securities Act for sale to the public or sell equity securities pursuant to a previously effective Shelf Registration (whether for the account of Parent or the account of any security holder of Parent) (a “ Piggyback Registration ”), Parent shall give prompt written notice to each Holder of Registrable Securities (which notice shall be given not less than (x) ten (10) Business Days prior to the anticipated filing date of Parent’s registration statement and (y) not less than five (5) Business Days prior to the filing of a preliminary prospectus supplement in the case of a Shelf Registration), which notice shall offer each such Holder the opportunity to include any or all of its Registrable Securities in such registration statement or Shelf Registration, subject to the limitations contained in Section  2.2.2 hereof. Each such Holder who desires to have its Registrable Securities included in such registration statement or Shelf Registration shall give written notice to Parent (stating the number of shares desired to be registered) within ten (10) Business Days after the date of such notice from Parent; provided that such notice shall be given within five (5) Business Days after the date of such notice from Parent in the case of a Shelf Registration. Any notice given by a Holder pursuant to the preceding sentence shall be treated as a Notice of Exchange (as defined in the Exchange Agreement and subject to all of the terms thereof) in respect of all Registrable Securities requested to be included in the Piggyback Registration. Any such Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration

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statement or Shelf Registration pursuant to this Section  2.2.1 by giving written notice to Parent of such withdrawal. Subject to Section  2.2.2 below, Parent shall include in such registration statement all such Registrable Securities so requested to be included therein; provided , however , that Parent may at any time withdraw or cease proceeding with any such registration statement or Shelf Registration if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be registered. Notwithstanding anything to the contrary in this Section  2.2.1 , Parent shall have no obligation to provide notice of or to effect a Piggyback Registration with respect to any Holder of Registrable Securities who at such time is not permitted due to the restrictions set forth in the Exchange Agreement to effect an Exchange (as defined therein); provided , that clause (y) of the proviso in Section 2.01(a) with respect to the Minimum Amount (as defined in the Exchange Agreement) shall not apply to any Exchange to the extent the amount of a Holder’s Registrable Securities included in a Piggyback Registration is reduced pursuant to Section  2.2.2 .

2.2.2 Priority on Piggyback Registration .

(a) If a Piggyback Registration is an underwritten offering and was initiated by Parent, and if the managing underwriter advises Parent that the inclusion of Registrable Securities requested to be included in such Piggyback Registration would cause an Adverse Effect, Parent shall include such Registrable Securities in such Piggyback Registration in the following order of priority (i) first, the securities Parent proposes to sell, (ii) second, the Registrable Securities requested to be included in such Piggyback Registration, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such Piggyback Registration. If as a result of the provisions of this Section  2.2.2(a) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Registration.

(b) If a Piggyback Registration is an underwritten offering and was initiated by a security holder of Parent, and if the managing underwriter advises Parent that the inclusion of Registrable Securities requested to be included in such Piggyback Registration would cause an Adverse Effect, Parent shall include in such Piggyback Registration in the following order of priority (i) first, the securities requested to be included therein by the security holders requesting such registration and the Registrable Securities requested to be included in such registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder, and (ii) second, the Registrable Securities requested to be included in such registration, pro rata among the Holders of such Registrable Securities on the basis of the number of Registrable Securities owned by each such Holder, and (iii) third, any other securities requested to be included in such registration (including securities to be sold for the account of Parent). If as a result of the provisions of this Section  2.2.2(b) any Holder shall not be entitled to include all Registrable Securities in a registration that such Holder has requested to be so included, such Holder may withdraw such Holder’s request to include Registrable Securities in such Piggyback Registration.

(c) No Holder may participate in any registration in respect of a Piggyback Registration hereunder unless such Holder (x) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by Parent and (y) completes and

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executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents, each in customary form, reasonably required under the terms of such underwriting arrangements; provided , however , that no such Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to:

(i) such Holder’s ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens, claims, and encumbrances,

(ii) such Holder’s power and authority to effect such transfer, and

(iii) such matters pertaining to compliance with securities Laws as may be reasonably requested; provided , further , however , that the obligation of such Holder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Holders selling Registrable Securities, and the liability of each such Holder will be in proportion to, and such liability will be limited to, the net amount received by such Holder from the sale of his or its Registrable Securities pursuant to such registration.

Section 2.03 SEC Form S-3 . Parent shall use its reasonable best efforts to cause Demand Registrations to be registered on Form S-3 (or any successor form), and if Parent is not then eligible under the Securities Act to use Form S-3, Demand Registrations shall be registered on the form for which Parent then qualifies. Parent shall use its commercially reasonable efforts to remain eligible to use Form S-3 (including, if applicable, an automatic shelf registration statement) and shall use its commercially reasonable efforts to remain a well-known seasoned issuer (as defined in Rule 405 of the Securities Act) (and not to become an ineligible issuer (as defined in Rule 405 of the Securities Act)) during the period during which any automatic shelf registration statement is effective.

Section 2.04 Holdback Agreements .

(a) Parent shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the ten (10) days prior to and during the ninety (90)-day period beginning on the effective date of any registration statement in connection with a Demand Registration (other than a Shelf Registration), or in the case of a Shelf Registration, the filing of any prospectus supplement relating to the offer and sale of Registrable Securities, or a Piggyback Registration, except pursuant to any registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree.

(b) If any Holder of Registrable Securities notifies Parent in writing that it intends to effect an underwritten sale registered pursuant to a Shelf Registration pursuant to Article II hereof, Parent shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, during the ten (10) days prior to and during the ninety (90)-day period beginning on the pricing date for such underwritten offering, except pursuant to registrations on Form S-4 or Form S-8 or any successor form or unless the underwriters managing any such public offering otherwise agree.

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(c) Each Holder agrees, in the event of an underwritten offering by Parent (whether for the account of Parent or otherwise), not to offer, sell, contract to sell or otherwise dispose of any Registrable Securities, or any securities convertible into or exchangeable or exercisable for such securities, including any sale pursuant to Rule 144 under the Securities Act (except as part of such underwritten offering), during the ten (10) days prior to, and during the ninety (90)-day period (or such lesser period as the lead or managing underwriters may require) beginning on the effective date of the registration statement for such underwritten offering (or, in the case of an offering pursuant to an effective shelf registration statement pursuant to Rule 415, the pricing date for such underwritten offering); provided , however , that in connection with an underwritten offering that is a block sale, no Holder shall be subject to a holdback period that exceeds sixty (60) days (unless a longer period is requested by the lead or managing underwriters).

Section 2.05 Registration Procedures . Whenever any Holder has requested that any Registrable Securities be registered pursuant to this Agreement, Parent will use its reasonable best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended method of disposition thereof as promptly as is practicable, and pursuant thereto Parent will as expeditiously as possible:

(a) prepare and file with the SEC, pursuant to Section  2.1.1(a) with respect to any Demand Registration, a registration statement on any appropriate form under the Securities Act with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, provided, however, that as far in advance as reasonably practicable before filing such registration statement or any amendment thereto, Parent will furnish to the selling Holders copies of reasonably complete drafts of all such documents prepared to be filed (including exhibits), and any such Holder shall have the opportunity reasonably to comment upon, or object to, the information contained therein and Parent will make corrections reasonably requested by such Holder with respect to such information prior to Parent filing any such registration statement or amendment; provided, further ; that Parent shall not file or make any amendment to any registration statement with respect to any Registrable Securities, or any amendment of or supplement to the prospectus used in connection therewith, that refers to a Holder by name, or otherwise identifies the Holder as the holder of any securities of Parent or any of its subsidiaries, without the consent of the Holder, such consent not to be unreasonably withheld or delayed, unless and to the extent such disclosure is required by applicable Law;

(b) except in the case of a Shelf Registration, prepare and file with the SEC such amendments, post-effective amendments, and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than one hundred eighty (180) days (or such lesser period as is necessary for the underwriters in an underwritten offering to sell unsold allotments) and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; provided , that such period shall be extended for a period of time equal to the period the Holder of Registrable Securities refrains from selling any securities included in such registration statement at the request of Parent or an underwriter of Parent pursuant to the provisions of this Agreement;

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(c) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective (including the filing of a new registration statement upon the expiration of a prior one) and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto until the date on which all the Registrable Securities subject thereto have been sold pursuant to such registration statement;

(d) furnish to each seller of Registrable Securities and the underwriters of the securities being registered such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus), any prospectus supplement, any documents incorporated by reference therein, any free writing prospectus and such other documents as such seller or underwriters may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller or the sale of such securities by such underwriters (it being understood that, subject to Section  2.06 and the requirements of the Securities Act and applicable state securities laws, Parent consents to the use of the prospectus and any amendment or supplement thereto by each seller and the underwriters in connection with the offering and sale of the Registrable Securities covered by the registration statement of which such prospectus, amendment or supplement is a part);

(e) use its reasonable best efforts to register or qualify such Registrable Securities under such other securities or “blue sky” laws of such jurisdictions as the managing underwriter reasonably requests (or, in the event the registration statement does not relate to an underwritten offering, as the Holders of a majority of such Registrable Securities may reasonably request); use its reasonable best efforts to keep each such registration or qualification (or exemption therefrom) effective during the period in which such registration statement is required to be kept effective; and do any and all other acts and things which may be reasonably necessary or advisable to enable each seller to consummate the disposition of the Registrable Securities owned by such seller in such jurisdictions ( provided , however , that Parent will not be required to (A) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph or (B) consent to general service of process in any such jurisdiction);

(f) promptly notify each seller and each underwriter in writing (A) when a prospectus, any prospectus supplement, any free writing prospectus or post-effective amendment has been filed and, with respect to a registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by any state securities or other regulatory authority of any order suspending the qualification or exemption from qualification of any of the Registrable Securities under state securities or “blue sky” laws or the initiation of any proceedings for that purpose, and (C) of the happening of any event that makes any statement made in a registration statement (including any document incorporated by reference therein or deemed incorporated by reference therein) or related prospectus or free writing prospectus untrue or that requires the making of any changes in or amendments to such registration statement, prospectus, free writing prospectus or documents so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and, as promptly as practicable thereafter, prepare and file

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with the SEC and furnish a supplement or amendment to such prospectus so that, as thereafter deliverable to the purchasers of such Registrable Securities, such prospectus will not contain any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(g) make reasonably available members of management of Parent, as selected by the Holders of a majority of the Registrable Securities included in such registration, for assistance in the selling effort relating to the Registrable Securities covered by such registration, including, but not limited to, the participation of such members of Parent’s management in road show presentations;

(h) otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, including the Securities Act and the Exchange Act, and make generally available to Parent’s security holders an earnings statement satisfying the provisions of Section 11(a) of the Securities Act no later than thirty (30) days after the end of the twelve (12)-month period beginning with the first day of Parent’s first fiscal quarter commencing after the effective date of a registration statement, which earnings statement shall cover said twelve (12)-month period, and which requirement will be deemed to be satisfied if Parent timely files complete and accurate information on Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act;

(i) if requested by the managing underwriter or any selling Holder, promptly incorporate in a prospectus supplement, free writing prospectus or post-effective amendment such information as the managing underwriter or any such selling Holder reasonably requests to be included therein, including, without limitation, with respect to the Registrable Securities being sold by such selling Holder, the purchase price being paid therefor by the underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering, and promptly make all required filings of such prospectus supplement, free writing prospectus or post-effective amendment;

(j) as promptly as practicable after filing with the SEC of any document that is incorporated by reference into a registration statement (in the form in which it was incorporated), deliver a copy of each such document to each selling Holder, if such document is not otherwise publicly available on the SEC’s EDGAR system (or similar system);

(k) cooperate with the selling Holders and the managing underwriter to facilitate the timely preparation and delivery of certificates or shares in book-entry form (which shall not bear any restrictive legends unless required under applicable law) representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or such sellers may request and keep available and make available to Parent’s transfer agent prior to the effectiveness of such registration statement a supply of any such certificates;

(l) promptly make available for inspection by any selling Holder, any underwriter participating in any disposition pursuant to any registration statement, and any attorney, accountant or other agent or representative retained by any such seller or underwriter (collectively, the “ Inspectors ”) all financial and other records, pertinent corporate documents and

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properties of Parent (collectively, the “ Records ”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause Parent’s officers, directors and employees to supply all information requested by any such Inspector in connection with such registration statement; provided , however , that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, Parent shall not be required to provide any information under this subparagraph (l) if either (A) Parent has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) Parent reasonably determines in good faith that such Records are otherwise confidential and so notifies the Inspectors in writing, unless prior to furnishing any such information such Holder of Registrable Securities requesting such information agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided , further , that each Holder of Registrable Securities agrees that it will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to Parent and allow Parent, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(m) in the case of an underwritten offering, furnish to each selling Holder and underwriter a signed counterpart of (A) an opinion or opinions of counsel to Parent, and (B) a comfort letter or comfort letters from Parent’s independent public accountants, each in customary form and covering such matters of the type customarily covered by opinions or comfort letters, as the case may be, as the sellers or managing underwriter reasonably requests;

(n) cause the Registrable Securities included in any registration statement to be (A) listed on each securities exchange, if any, on which similar securities issued by Parent are then listed or (B) quoted on any inter-dealer quotation system if similar securities issued by Parent are quoted thereon, and, in each case, to be registered under the Exchange Act;

(o) provide a transfer agent and registrar for all Registrable Securities registered hereunder;

(p) cooperate with each selling Holder and each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority (“ FINRA ”);

(q) during the period when the prospectus is required to be delivered under the Securities Act, promptly file all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act;

(r) notify each selling Holder of Registrable Securities promptly of any request by the SEC for the amending or supplementing of such registration statement or prospectus or for additional information;

(s) enter into such agreements (including underwriting agreements in the managing underwriter’s customary form) as are customary in connection with an underwritten offering, with any representations, warranties, indemnification and other agreements contained therein for the benefit of the underwriters also being for the benefit of the sellers of Registrable Securities, and provide officers’ certificates and other customary closing documents in connection with any underwritten offering;

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(t) advise each selling Holder of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the SEC suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal at the earliest possible moment if such stop order should be issued;

(u) pay any registration fee for any Registrable Securities sold pursuant to an automatic shelf registration statement upon the filing of a final prospectus supplement with respect to such sale in the manner contemplated by Rule 456(b) under the Securities Act; and

(v) permit any Holder which, in Holder’s sole and exclusive judgment, might reasonably be deemed to be an underwriter or a controlling person of Parent, to participate in the preparation of such registration or comparable statement.

Section 2.06 Suspension of Dispositions . Each Holder agrees by acquisition of any Registrable Securities that, upon receipt of any notice (a “ Suspension Notice ”) from Parent of the happening of any event of the kind described in Section  2.05(f)(C) , such Holder will forthwith discontinue disposition of Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “ Advice ”) by Parent that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by Parent, such Holder will deliver to Parent all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event Parent shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.05(b) and 2.05(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. Parent shall use its reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

Section 2.07 Registration Expenses . All reasonable, out-of-pocket fees and expenses incident to any registration hereunder, including, without limitation, Parent’s performance of or compliance with this Article II , all registration and filing fees, all fees and expenses associated with filings required to be made with FINRA (including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” as such term is defined in FINRA Rule 2720, and of its counsel), as may be required by the rules and regulations of FINRA, fees and expenses of compliance with securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the Registrable Securities), printing expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with the Depository Trust Company and of printing prospectuses), messenger and delivery expenses, the fees and expenses incurred in connection with any listing or quotation of the Registrable Securities, fees and expenses of counsel for Parent and its independent certified

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public accountants (including the expenses of any special audit or “cold comfort” letters required by or incident to such performance), the fees and expenses of any special experts retained by Parent in connection with such registration, and the fees and expenses of other persons retained by Parent, will be borne by Parent (unless paid by a security holder that is not a Holder for whose account the registration is being effected) whether or not any registration statement becomes effective; provided , however , that any underwriting discounts, commissions, or fees attributable to the sale of the Registrable Securities will be borne by the Holders pro rata on the basis of the number of shares so registered and the fees and expenses of any counsel, accountants, or other persons retained or employed by any Holder will be borne by such Holder.

Section 2.08 Indemnification .

2.8.1 Parent agrees to indemnify and reimburse, to the fullest extent permitted by Law, each seller of Registrable Securities, and each of its employees, advisors, agents, representatives, partners, officers, and directors and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such seller and any agent or investment advisor thereof (collectively, the “ Seller Affiliates ”) (a) against any and all losses, claims, damages, liabilities, and expenses, joint or several (including, without limitation, attorneys’ fees and disbursements except as limited by Section  2.8.3 ) based upon, arising out of, related to or resulting from any untrue or alleged untrue statement of a material fact contained in any registration statement (including any document incorporated by reference therein or deemed incorporated by reference therein), prospectus, preliminary prospectus, free writing prospectus or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, (b) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, (c) against any and all loss, liability, claim, damage, and expense whatsoever, as incurred, based upon, arising out of, or relating to or resulting from any violation by Parent of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to Parent and relating to any action or inaction in connection with the related offering of Registrable Securities and (d) against any and all costs and expenses (including reasonable fees and disbursements of counsel) as may be reasonably incurred in investigating, preparing, or defending against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon, arising out of, related to or resulting from any such untrue statement or omission or alleged untrue statement or omission, or such violation of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to Parent, to the extent that any such expense or cost is not paid under subparagraph (a), (b) or (c) above; except insofar as any such statements are made in reliance upon and in strict conformity with information furnished in writing to Parent by such seller or any Seller Affiliate for use therein. The reimbursements required by this Section  2.8.1 will be made by periodic payments during the course of the investigation or defense, as and when bills are received or expenses incurred; provided that reimbursements shall not be required to be paid more frequently than once per calendar quarter.

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2.8.2 In connection with any registration statement in which a seller of Registrable Securities is participating, each such seller will furnish to Parent in writing such information and affidavits as Parent reasonably requests for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, each such seller will indemnify Parent and each of its employees, advisors, agents, representatives, partners, officers and directors and each Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) and any agent or investment advisor thereof against any and all losses, claims, damages, liabilities, and expenses (including, without limitation, reasonable attorneys’ fees and disbursements except as limited by Section  2.8.3 ) resulting from any untrue statement or alleged untrue statement of a material fact contained in the registration statement (including any document incorporated by reference therein or deemed incorporated by reference therein), prospectus, or any preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit so furnished in writing to Parent by such seller or any of its Seller Affiliates specifically for inclusion in the registration statement; provided, however, that the obligation to indemnify will be several, not joint and several, among such sellers of Registrable Securities, and the liability of each such seller of Registrable Securities will be in proportion to, and will be limited to, the net amount received by such seller from the sale of Registrable Securities pursuant to such registration statement; provided, further, however , that such seller of Registrable Securities shall not be liable in any such case to the extent that prior to the filing of any such registration statement or prospectus or amendment thereof or supplement thereto, such seller has furnished in writing to Parent information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to Parent.

2.8.3 Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided, however, that the failure to give such notice shall not limit the rights of such Person, except to the extent the indemnifying party is materially prejudiced by such failure) and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , however , that any person entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party has agreed to pay such fees or expenses, or (ii) the indemnifying party shall have failed to assume the defense of such claim and employ counsel reasonably satisfactory to such indemnified party. If such defense is not assumed by the indemnifying party as permitted hereunder, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). If such defense is assumed by the indemnifying party pursuant to the provisions hereof, such indemnifying party shall not settle or otherwise compromise the applicable claim unless (A) such settlement or compromise contains a full and unconditional release of the indemnified party or (B) the indemnified party otherwise consents in writing. An indemnifying party who is not entitled to, or elects not to, assume the

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defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and disbursements of such additional counsel or counsels.

2.8.4 Each party hereto agrees that, if for any reason the indemnification provisions contemplated by Section  2.8.1 or Section  2.8.2 are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, liabilities, or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the actions that resulted in the losses, claims, damages, liabilities or expenses as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section  2.8.4 were determined by pro rata allocation (even if the Holders or any underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in this Section  2.8.4 . The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities, or expenses (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or, except as provided in Section  2.8.3 , defending any such action or claim. Notwithstanding the provisions of this Section  2.8.4 , no Holder shall be required to contribute an amount greater than the dollar amount by which the net proceeds received by such Holder with respect to the sale of any Registrable Securities exceeds the amount of damages that such Holder has otherwise been required to pay by reason of any and all untrue or alleged untrue statements of material fact or omissions or alleged omissions of material fact made in any registration statement (including any document incorporated by reference therein or deemed incorporated by reference therein), prospectus or preliminary prospectus or any amendment thereof or supplement thereto related to such sale of Registrable Securities. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations in this Section  2.7.4 to contribute shall be several in proportion to the amount of Registrable Securities registered by them and not joint.

If indemnification is available under this Section  2.08 , the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section  2.8.1 and Section  2.8.2 without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section  2.8.4 subject, in the case of the Holders, to the limited dollar amounts set forth in Section  2.8.2 .

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2.8.5 The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities.

Section 2.09 Transfer of Registration Rights . The rights of each Holder under this Agreement may be assigned to any direct or indirect transferee of a Holder who acquires Registrable Securities in accordance with the terms of the Amended and Restated Limited Liability Company Agreement of Newco (the “ LLC Agreement ”) and who agrees in writing to be subject to and bound by all the terms and conditions of this Agreement.

Section 2.10 Rule 144 . Parent will file the reports required to be filed by it under the Securities Act and the Exchange Act (or, if Parent is not required to file such reports, will, upon the request of the Holders, make publicly available other information) and will take such further action as the Holders may reasonably request, all to the extent required from time to time to enable the Holders to sell Common Stock without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such rule may be amended from time to time or (b) any similar rule or regulation hereafter adopted by the SEC. Upon the reasonable request of any Holder, Parent will deliver to such parties a written statement as to whether it has complied with such requirements and will, at its expense, forthwith upon the request of any such Holder, deliver to such Holder a certificate, signed by Parent’s principal financial officer, stating (i) Parent’s name, address and telephone number (including area code), (ii) Parent’s Internal Revenue Service identification number, (iii) Parent’s SEC file number, (iv) the number of shares of each class of capital stock outstanding as shown by the most recent report or statement published by Parent, and (v) whether Parent has filed the reports required to be filed under the Exchange Act for a period of at least ninety (90) days prior to the date of such certificate and in addition has filed the most recent annual report required to be filed thereunder.

Section 2.11 Hedging Transactions . The parties hereto agree that the provisions of this Agreement relating to the registration, offer and sale of Registrable Securities apply also to (i) any transaction which transfers, directly or indirectly, by sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition, either voluntarily or involuntarily, or by entering into any contract, option or other arrangement with respect to any of the foregoing, some or all of the economic risk of ownership of Registrable Securities, including any forward contract, equity swap, put or call, put or call equivalent position, collar, margin loan, sale of exchangeable security or similar transaction (including the registration, offer and sale under the Securities Act of Registrable Securities pledged to the counterparty to such transaction or of securities of the same class as the underlying Registrable Securities by the counterparty to such transaction in connection therewith), and that the counterparty to such transaction shall be selected in the sole discretion of the Holders and (ii) any derivative transactions in which a broker-dealer, other financial institution or unaffiliated Person may sell Registrable Securities covered by any prospectus and the applicable prospectus supplement including short sale transactions using Registrable Securities pledged by a Holder or borrowed from the Holder or others and Registrable Securities loaned, pledged or hypothecated to any such party. The prospectus shall permit, in connection with derivative transactions, a broker-dealer, other financial institution or third party to sell shares of the Registrable Securities covered by such prospectus and the applicable prospectus supplement, including in short sale transactions.

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Section 2.12 Preservation of Rights . Parent hereby represents and warrants that, as of the date hereof, no registration rights in respect of any securities of Parent (including any securities convertible into securities of Parent) have been granted to any other Person and are currently in effect, or would come into effect due to the passage of time or the occurrence of any event, other than pursuant to this Agreement. Parent will not (a) grant any registration rights to third parties that are more favorable than or inconsistent with the rights granted hereunder or (b) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Holders in this Agreement.

Section 2.13 Other Agreements . Notwithstanding anything else herein to the contrary, nothing in this Agreement shall be construed to permit an Exchange (as defined in the Exchange Agreement) or a Transfer (as defined in the LLC Agreement) by any Holder of Registrable Securities that is prohibited by the terms of the Exchange Agreement or the LLC Agreement, as applicable.

ARTICLE III

TERMINATION

Section 3.01 Termination . The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Registrable Security when: (a) a registration statement with respect to the sale of such Registrable Security shall have become effective under the Securities Act and such Registrable Security shall have been disposed of in accordance with such registration statement; (b) such Registrable Security shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any successor provision); (c) such Registrable Security shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by Parent and subsequent public distribution of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force; (d) such Registrable Security shall have ceased to be outstanding, (e) in the case of Registrable Securities held by a Holder that is not Impala or any Affiliate thereof, such Holder holds less than five percent (5%) of the then-outstanding Registrable Securities and such Registrable Securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without restriction (including with respect to manner of sale and volume limitations) or (f) in the case of Registrable Securities held by Impala or any Affiliate thereof, such Holder holds less than three percent (3%) of the then-outstanding Registrable Securities and such Registrable Securities are eligible for sale pursuant to Rule 144 under the Securities Act (or any successor provision) without restriction (including with respect to manner of sale and volume limitations). Parent shall promptly upon the request of any Holder furnish to such Holder evidence of the number of Registrable Securities then outstanding.

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ARTICLE IV

MISCELLANEOUS

Section 4.01 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, so long as a receipt of such e-mail is requested and received by non-automated response or (iv) five (5) 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):

Graphic Packaging Holding Company

1500 Riveredge Parkway NW, Suite 100, 9th Floor

Atlanta, GA. 30328

Attention:        Law Department

E-Mail:            lauralynn.church @graphicpkg.com

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

Alston & Bird LLP

One Atlantic Center

1201 West Peachtree Street

Atlanta, GA 30309

Attention:        William Scott Ortwein

Email:              scott.ortwein@alston.com

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention:        General Counsel

E-Mail:            sharon.ryan@ipaper.com

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

Debevoise & Plimpton LLP

919 Third Avenue

New York, NY 10022

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If to any other Holder, to the address indicated for such Holder in Parent’s stock transfer records with copies, so long as Impala owns any Registrable Securities, to Impala as provided above.

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 (5) 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 4.02 Governing Law; WAIVER OF JURY TRIAL; Jurisdiction; Specific Performance .

4.2.1 This Agreement and all issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement 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, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

4.2.2 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 BROUGHT BY THE OTHER PARTY OR PARTIES OR THEIR SUCCESSORS OR ASSIGNS UNDER THIS AGREEMENT OR ANY ACTION OR PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY, 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 SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

4.2.3 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 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

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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 4.02 , (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 4.02 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 4.01 , 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.

4.2.4 In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this 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, 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 4.03 Further Assurances . The parties shall execute and deliver all documents, provide all information and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

Section 4.04 Counterparts; Electronic Transmission of Signatures . 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 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.

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Section 4.05 Assignment; No Third Party Beneficiaries . This Agreement and all of the provisions hereto shall be binding upon and inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, but, except as provided in Section  2.09 hereto, neither this Agreement nor any of the rights, interests or obligations set forth herein shall be assigned by any party hereto without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void. Nothing in this Agreement shall be construed as giving any Person, other than the parties hereto and their heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

Section 4.06 Expenses . Except as otherwise specifically provided herein, each party hereto shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby.

Section 4.07 Severability . If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable Law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties hereto shall be construed and enforced accordingly.

Section 4.08 Entire Agreement . This Agreement and, as applicable, the other Transaction Agreements (as defined in the Transaction Agreement), constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings, both oral and written, among the parties with respect to the subject matter of this Agreement.

Section 4.09 Amendment . This Agreement may only be amended or modified, in whole or in part, at any time and from time to time by a written instrument signed by Parent and Impala.

Section 4.10 Waiver . Any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement or condition herein may be waived at any time by any of the parties entitled to the benefit thereof only by a written instrument signed by each such party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement or condition shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.

[ The remainder of this page has been intentionally left blank; the next page is the signature page. ]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first written above.

[Signature Page to Registration Rights Agreement]

Exhibit 10.6

Execution Copy

RESTRICTIVE COVENANTS AGREEMENT

THIS RESTRICTIVE COVENANTS AGREEMENT (the “ Agreement ”), dated as of January 1, 2018, is entered into by and between International Paper Company, a New York corporation (“ Transferor ”), and Graphic Packaging International Partners, LLC (f/k/a Gazelle Newco LLC), a Delaware limited liability company (“ Issuer ”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Transaction Agreement (as defined below).

WHEREAS, on October 23, 2017, Transferor, Graphic Packaging Holding Company, a Delaware corporation (“ Parent ”), Issuer, and Graphic Packaging International, Inc. (n/k/a Graphic Packaging International, LLC), a Delaware corporation (“ GPI ”), entered into a Transaction Agreement (the “ Transaction Agreement ”), pursuant to which on the Closing Date Transferor shall contribute, convey, assign, transfer and deliver to Issuer all of Transferor’s right, title and interest in and to the Transferred Assets, and Issuer shall assume, pay, perform, fulfill and discharge all of the Assumed Liabilities, in accordance with and subject to the terms and conditions set forth in the Transaction Agreement; and

WHEREAS, Transferor ( i ) has established relations and contacts with the principal customers and suppliers of the Transferred Business, which constitute valuable goodwill of the Transferred Business, and ( ii ) shall receive a direct economic benefit by reason of the consummation of the Transactions.

NOW, THEREFORE, to induce Parent, Issuer and GPI to consummate the Transactions and to preserve the value of the Transferred Business (in particular, the goodwill associated therewith that is being contributed to Issuer pursuant to the Transaction Agreement), and in consideration of the mutual covenants and agreements herein contained, and the consideration that Transferor is to receive in connection with the Transaction Agreement, the parties hereto do hereby agree as follows:

1. Covenant Not to Compete .

(a) During the period commencing on the Closing Date and ending on the later of the third anniversary of the Closing Date and the date that Transferor no longer owns any equity interests in Issuer (the “ Restricted Period ”), neither Transferor nor any of its Subsidiaries shall, directly or indirectly, either for itself or for any other Person, own or acquire any interest in, operate, manage, control, or engage in, any business or Person that engages in or owns, invests in, operates, manages or controls any venture or enterprise which directly or indirectly engages in, any portion of the Restricted Business; provided that ( i ) nothing set forth in this Section  1 shall prohibit Transferor or its

Subsidiaries from acquiring an Acquired Competing Business so long as after such acquisition Transferor complies with Section  1(b) ; and ( ii ) this Section  1 shall not apply to any transaction or agreement between Impala and its Affiliates, on the one hand, and Gazelle and its Affiliates, on the other hand.

(b) Acquired Competing Business .

(i) If during the Restricted Period, Transferor or any of its Subsidiaries acquires the assets or capital stock or other equity interests of any other Person engaged in a Restricted Business (an “ Acquired Competing Business ”), Transferor shall no later than 30 Business Days after such acquisition notify Issuer in writing of such acquisition. Such notice by Transferor to Issuer (the “ Proposed Sale Notice ”) shall state Transferor’s intention to sell all of the Acquired Competing Business within 12 months of its acquisition (the “ Proposed Sale ”), the price on a cash free, debt free basis that Transferor proposes to be paid for such Acquired Competing Business (the “ Proposed Sale Price ”), and the other material terms of the Proposed Sale.

(ii) At any time within 90 days after the date of the receipt by Issuer of the Proposed Sale Notice (the “ Acceptance Period ”), Issuer shall have the right and option (but not the obligation) to purchase all of the Acquired Competing Business covered by the Proposed Sale Notice at the Proposed Sale Price (or, if the Proposed Sale includes any consideration other than cash, then at the equivalent cash price, determined in good faith by Transferor and Issuer) and on the terms and conditions described in the Proposed Sale Notice, by delivering an irrevocable written notice (the “ Acceptance Notice ”) to Transferor indicating that Issuer (or designee thereof) shall purchase the Acquired Competing Business being offered in the Proposed Sale and designating a date for the closing that is within 90 days after end of the Acceptance Period (subject to any necessary extensions for regulatory or other required approvals to consummate such closing). Upon delivery of the Acceptance Notice by Issuer, Transferor and Issuer shall be obligated to consummate the Proposed Sale on the terms and conditions set forth in the Acceptance Notice (subject to any necessary extensions for regulatory or other required approvals to consummate such closing).

(iii) During the Acceptance Period, for purposes of evaluating the Proposed Sale, Transferor, with respect to the Acquired Competing Business, shall provide, or cause to be provided to, Issuer and its Representatives reasonable access to the Representatives of Transferor and the Acquired Competing Business during normal business hours and in a manner that does not unreasonably interfere with business and operations of Transferor and the Acquired Competing Business. Such access shall include access to the Acquired Competing Business’ properties, Contracts, commitments, books, records, financial and operating data and other information, including environmental information, papers, plans and

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drawings and any report, schedule or other document filed or received by it pursuant to the requirements of the federal or state securities Laws. Notwithstanding the foregoing, none of Transferor, the Acquired Competing Business or their respective Subsidiaries, as applicable, shall be required to provide any information to the extent that such information or such access thereto would constitute a waiver of the attorney-client privilege or violate any law or Contract. Issuer will hold, and will cause its respective Subsidiaries to hold, and will direct its and their Representatives to hold, any and all information received from Transferor or the Acquired Competing Business, directly or indirectly, in confidence.

(iv) The closing will be effected by delivery by wire transfer of immediately available funds (and any such non-cash consideration to be paid) to Transferor at the principal office of Issuer against delivery of certificates or other instruments representing the Acquired Competing Business so purchased, appropriately endorsed by Transferor (or other conveyance documentation reasonably requested by the purchaser in the case of uncertificated securities or other acquired assets). If at the end of the Acceptance Period Issuer has not delivered an Acceptance Notice, Transferor may, during the 270 days immediately following the Acceptance Period, sell the Acquired Competing Business that is the subject of the Proposed Sale to a transferee for consideration having a value of not less than 100% of the Proposed Sale Price and on other terms not materially less favorable in the aggregate to Transferor than those contained in the Proposed Sale Notice. Promptly after such sale, Transferor shall notify Issuer of the consummation thereof and shall furnish such written evidence of the completion of such sale and of the terms thereof as may reasonably be requested by Issuer. If Transferor is unable to sell the Acquired Competing Business that is the subject of the Proposed Sale during such 270 days in accordance with the terms set forth in this Section  1(b) , then Transferor shall again offer to sell such Acquired Competing Business to Issuer. If Issuer elects to purchase such Acquired Competing Business, Issuer shall be obligated to acquire it at a cash free, debt free price determined by an independent valuation firm mutually selected in good faith by Transferor and Issuer. If Issuer does not elect to purchase such Acquired Competing Business, Transferor may continue to own or operate it notwithstanding any other provisions of this Agreement.

(c) For purposes of this Agreement, “ Restricted Business ” shall mean ( i ) the manufacturing, distribution or sale of coated paperboard and/or coated paperboard products in North America (it being acknowledged and agreed that Transferor and its Subsidiaries currently engage in, and shall not be prohibited from continuing to engage in, such activities outside of North America) or ( ii ) the manufacturing, distribution or sale of fiber-based food container or tableware products (including plates and cups) (or lids therefor), or substitutes therefor, in the case of each of clause (i) and (ii) that are the type

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of products manufactured, distributed or sold by the Transferred Business prior to Closing, anywhere in the world, but not including Transferor’s existing business in Colombia, which Transferor will make a good faith effort to exit following the Closing. For the avoidance of doubt, pressed plates and bowls shall be considered within the “type” of product for purposes of the Restricted Business.

2. Non-Solicitation of Employees .

(a) During the period commencing on the Closing Date and ending on the date that is the second anniversary of the Closing Date, Transferor shall not, and shall cause its Subsidiaries not to, without the prior written consent of Issuer, directly or indirectly through another Person ( i ) solicit, induce or attempt to induce any person who is a Business Employee other than those listed on Section 5.14 of the Transferor Disclosure Schedules to leave the employ of such Person or ( ii ) hire, employ or enter into a consulting agreement with, any person who is or was a Business Employee other than those listed on Section 5.14 of the Transferor Disclosure Schedules, unless such person ceased to be an employee of Issuer or its Subsidiaries three months prior to, or his or her employment was terminated by Issuer or its Subsidiaries at any time prior to, such action by Transferor or any of its Subsidiaries.

(b) Notwithstanding the restrictions set forth in the foregoing Section  2(a) , Transferor may hire any Business Employee (including those listed on Section 5.14 of the Transferor Disclosure Schedules) who responds to general solicitations (such as advertisements or headhunter searches) for employment placed by Transferor or any of its Subsidiaries and not specifically targeted at any Business Employee (other than those listed on Section 5.14 of the Transferor Disclosure Schedules).

3. Acknowledgements .

(a) Transferor hereby acknowledges and agrees that Issuer and the Transferred Business would be irreparably damaged if Transferor or its Subsidiaries were to, directly or indirectly, engage in the Restricted Business and that doing so would result in a significant loss of goodwill and value by Issuer and the Transferred Business.

(b) Transferor and Issuer agree that the covenants included in Section  1 and Section  2 are, taken as a whole, reasonable in their geographic and temporal coverage and are necessary to protect the goodwill of the Transferred Businesses, and no party hereto shall raise any issue of geographic or temporal reasonableness in any proceeding to enforce such covenant; provided that if the provisions of Section  1 or Section  2 should ever be deemed to exceed the time or geographic limitations or any other limitations permitted by applicable Law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the minimum extent required by applicable Law to cure such problem and such provisions shall be enforced with such reforms.

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(c) The parties hereto acknowledge and agree that in the event of a breach or threatened breach of the provisions of Section  1 or Section  2 , monetary damages shall not constitute a sufficient remedy. Consequently, in the event of any such breach or threatened breach, the non-breaching party shall have the right and remedy to have the provisions of Section  1 or Section  2 specifically enforced by a court of competent jurisdiction without the requirement of posting a bond or proving actual damages, it being agreed that any breach or threatened breach of Section  1 or Section  2 would cause irreparable injury to the non-breaching party and that money damages alone would not provide an adequate remedy to the non-breaching party, each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition to, and not in lieu of, any other rights and remedies available to the non-breaching party at law or in equity (including, without limitation, awards of monetary damages).

4. Miscellaneous .

(a) Assignment . The rights and obligations of the parties hereto under this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and each of their successors and assigns.

(b) Applicable Law; Forum; Waiver of Jury Trial . The provisions of Section 10.6 and Section 10.7 of the Transaction Agreement shall apply to this Agreement mutatis mutandis.

(c) Waiver . At any time, the parties hereto may ( i ) extend the time for the performance of any of the obligations or other acts of the parties or ( ii ) subject to the proviso of the first sentence of Section  4(e) , waive compliance with any of the agreements 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.

(d) 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):

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if to Transferor, to:

International Paper Company

6420 Poplar Avenue

Memphis, TN 38197

Attention:    General Counsel

E-Mail:        sharon.ryan@ipaper.com

with a copy to:

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Attention:    Jeffrey J. Rosen

if to Issuer, to:

1500 Riveredge Parkway NW

Suite 100, 9th Floor

Atlanta, GA. 30328

Attention:    Lauren Tashma

E-Mail:        lauren.tashma@graphicpkg.com

with a copy to:

Alston & Bird LLP

1201 West Peachtree Street

Atlanta, GA 30309

Attention:    W. Scott Ortwein

E-Mail:        scott.ortwein@alston.com

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.

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

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