Exhibit 10.1

FORM OF TAX MATTERS AGREEMENT

by and between

WESTROCK COMPANY

and

INGEVITY CORPORATION

Dated as of [●], 2016

TABLE OF CONTENTS

TAX MATTERS AGREEMENT

THIS TAX MATTERS AGREEMENT (this “ Agreement ”), dated as of [●], 2016, is by and between WestRock Company, a Delaware corporation (“ Parent ”), and Ingevity Corporation, a Delaware corporation (“ SpinCo ”). Each of Parent and SpinCo is sometimes referred to herein as a “ Party ” and, collectively, as the “ Parties .”

RECITALS

WHEREAS, Parent, through its respective Subsidiaries, is engaged in the Parent Business and the SpinCo Business;

WHEREAS, the Parent Board has determined that it is in the best interests of Parent and its stockholders to create a new publicly traded company which shall operate the SpinCo Business;

WHEREAS, Parent and SpinCo have entered into the Separation and Distribution Agreement, dated as of [●], 2016 (the “ Separation and Distribution Agreement ”), providing for the separation of the SpinCo Business from the Parent Business, pursuant to which (a) Parent will, and will cause its Subsidiaries to, transfer the SpinCo Assets and the SpinCo Liabilities to SpinCo and its Subsidiaries, as a result of which transfer SpinCo and its Subsidiaries will own, directly and through their respective Subsidiaries, the SpinCo Business (the “ Restructuring ”) and (b) Parent will distribute all of the outstanding shares of common stock, par value $0.01 per share, of SpinCo (“ SpinCo Shares ”) owned by Parent to the Record Holders of the issued and outstanding shares of common stock, par value $0.01 per share, of Parent on a pro rata basis (the “ Distribution ”);

WHEREAS, Parent and its Subsidiaries have engaged in the Internal Contribution (as defined below) and Internal Distribution (as defined below) to facilitate the Distribution;

WHEREAS, for U.S. federal Income Tax purposes, it is intended that (i) the Contribution (as defined herein) and the Distribution, taken together, and (ii) the Internal Contribution and the Internal Distribution, taken together, shall in each case qualify as a tax-free transaction under Sections 355(a) and 368(a)(1)(D) of the Code; and

WHEREAS, the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, (b) allocate responsibility for, and cooperation in, the filing of Tax Returns, and provide for certain other matters relating to Taxes, and (c) set forth certain covenants and indemnities relating to the preservation of the tax-free status of certain steps of the Restructuring and the Distribution.

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions, covenants and provisions of this Agreement, each of the Parties mutually covenants and agrees as follows:

Article I

DEFINITIONS

Section 1.01.          General . As used in this Agreement, the following terms shall have the following meanings:

“ Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported, permitted or solicited by management or shareholders of SpinCo, is a hostile acquisition, or otherwise, as a result of which SpinCo would merge or consolidate with or enter into any other reorganization transaction with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from SpinCo and/or one or more holders of outstanding shares of Equity Securities of SpinCo, as the case may be, a number of shares of Equity Securities of SpinCo that would, when combined with any other direct or indirect changes in ownership of the Equity Securities of SpinCo pertinent for purposes of Section 355(e) of the Code (including the Parent Mergers), comprise a 50% or greater interest in SpinCo (A) by value, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) by vote, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, an Acquisition Transaction shall not include (A) the adoption by SpinCo of a shareholder rights plan or (B) issuances of Equity Securities by SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power shall be treated as an indirect acquisition of shares of Equity Securities by the shareholders whose voting power is increased thereby and any redemption of shares of Equity Securities shall be treated as an indirect acquisition of shares of Equity Securities by the non-exchanging shareholders. For purposes of this definition, each reference to SpinCo shall include a reference to any entity treated as successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code or published IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“ Adjustment ” means any change in the Tax liability of a taxpayer, whether in connection with a Tax Proceeding, resulting from a change in facts or subsequent transactions, pursuant to amendment or otherwise, determined issue-by-issue, transaction-by-transaction, or with respect to a taxable period, as the case may be.

“ Affiliate ” has the meaning set forth in the Separation and Distribution Agreement.

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

“ Ancillary Agreement ” has the meaning set forth in the Separation and Distribution Agreement.

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

“ Cash Transfer ” has the meaning set forth in the Separation and Distribution Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Combined Tax Return ” means a consolidated, combined, unitary, affiliated or similar Income Tax Return or Non-Income Tax Return that actually includes, by election or otherwise, one or more members of the Parent Group together with one or more members of the SpinCo Group.

“ Contribution ” means the contribution and assignment by Parent and certain of its Subsidiaries of certain SpinCo Assets and SpinCo Liabilities to SpinCo in exchange for SpinCo Shares and the Cash Transfer, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

“ Disqualifying Action ” means a Parent Disqualifying Action or a SpinCo Disqualifying Action.

“ Distribution ” has the meaning set forth in the recitals.

“ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

“ Due Date ” means (i) with respect to a Tax Return, the date (taking into account all valid extensions) on which such Tax Return is required to be filed under applicable Law and (ii) with respect to a payment of Taxes, the date on which such payment is required to be made to avoid the incurrence of interest, penalties and/or additions to Tax.

“ Effective Time ” has the meaning set forth in the Separation and Distribution Agreement.

“ Employee Matters Agreement ” has the meaning set forth in the Separation and Distribution Agreement.

“ Equity Securities ” means, with respect to a Person, all classes or series of capital stock of such Person (or any entity treated as a successor to such Person) and all other instruments treated as stock in such Person (or any entity treated as a successor to such Person) for U.S. federal Income Tax purposes, and including all options, warrants or any other rights to acquire such stock.

“ Fifty-Percent or Greater Interest ” has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

“ Final Determination ” means the final resolution of liability for any Tax or Tax Item, which resolution may be for a specific issue or adjustment or for a taxable period, by or as a result

of (i) IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the Laws of any Taxing Jurisdiction, except that an IRS Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for Refund or the right of the Taxing Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) a final decision, judgment, decree or other order by any court of competent jurisdiction that can no longer be appealed; (iii) a final settlement with the IRS, a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the Laws of any Taxing Jurisdiction; (iv) any allowance of a Refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such Refund or credit may be recovered by the jurisdiction imposing the Tax; or (v) any other final resolution, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Taxing Authority or by mutual agreement of the Parties.

“ Income Tax Return ” means any Tax Return relating to Income Taxes.

“ Income Taxes ” means any Taxes measured by or calculated with respect to net income, profits, net receipts or gross receipts (including any margin Tax, capital Tax, excise Tax or franchise Tax), but excluding (i) any Transfer Taxes and (ii) those Taxes listed on Schedule 1.

“ Indemnified Party ” means the Party which is entitled to seek indemnification from another Party pursuant to the provisions of Article V.

“ Indemnifying Party ” means the Party from which another Party is entitled to seek indemnification pursuant to the provisions of Article V.

“ Information ” has the meaning set forth in Section 9.01.

“ Internal Contribution ” means the deemed contribution of assets to Internal Controlled upon its conversion to a state law corporation, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

“ Internal Controlled ” shall mean the successor of WestRock Virginia Corporation, a Delaware corporation, after the completion of both (i) its conversion to a limited liability company organized under the laws of the State of Delaware disregarded as separate from Internal Distributing for U.S. federal income Tax purposes, and (ii) its subsequent conversion to a state law corporation, in each case pursuant to the Plan of Reorganization.

“ Internal Controlled Entity ” means any member of the Internal Controlled Group other than Internal Controlled.

“ Internal Controlled Group ” means individually or collectively, as the case may be, (a) Internal Controlled and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Internal Distribution (giving effect to the Restructuring completed up to such time and the Internal Distribution), (b) any

Person that shall have merged or liquidated into Internal Controlled or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Internal Distributing ” shall mean Ingevity Virginia Corporation, a Virginia corporation.

“ Internal Distributing Acquisition Transaction ” means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported, permitted or solicited by management or shareholders of SpinCo and/or Internal Distributing, is a hostile acquisition, or otherwise, as a result of which Internal Distributing would merge or consolidate with or enter into any other reorganization transaction with any other Person or as a result of which one or more Persons would (directly or indirectly) acquire, or have the right to acquire, from Internal Distributing and/or one or more holders of outstanding shares of Equity Securities of Internal Distributing, as the case may be, a number of shares of Equity Securities of Internal Distributing that would, when combined with any other direct or indirect changes in ownership of the Equity Securities of Internal Distributing pertinent for purposes of Section 355(e) of the Code (including the Parent Mergers), comprise a 50% or greater interest in Internal Distributing (A) by value, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (B) by vote, as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, an Internal Distributing Acquisition Transaction shall not include (A) the adoption by Internal Distributing of a shareholder rights plan or (B) issuances of Equity Securities by Internal Distributing that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power shall be treated as an indirect acquisition of shares of Equity Securities by the shareholders whose voting power is increased thereby and any redemption of shares of Equity Securities shall be treated as an indirect acquisition of shares of Equity Securities by the non-exchanging shareholders. For purposes of this definition, each reference to Internal Distributing shall include a reference to any entity treated as successor thereto. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or regulations promulgated under Section 355(e) of the Code or published IRS guidance with respect thereto shall be incorporated in this definition and its interpretation.

“ Internal Distributing Active Trade or Business ” means the active conduct (as defined in Section 355(b)(2) of the Code and the regulations thereunder) by Internal Distributing and its “separate affiliated group” (as defined in Section 355(b)(3)(B) of the Code) of the business of manufacturing and selling specialty chemicals, immediately prior to the Internal Distribution.

“ Internal Distributing Entity ” means any member of the Internal Distributing Group other than Internal Distributing.

“ Internal Distributing Group ” means individually or collectively, as the case may be, (a) Internal Distributing and any of its Subsidiaries (including, for the avoidance of doubt, any such

Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Internal Distribution (giving effect to the Restructuring completed up to such time and the Internal Distribution), (b) any Person that shall have merged or liquidated into Internal Distributing or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ Internal Distribution ” shall mean the distribution by Internal Distributing of all the common stock of Internal Controlled to Parent (or a wholly owned subsidiary of Parent disregarded for U.S. federal income Tax purposes) in a transaction intended to qualify as a distribution that is generally tax free pursuant to Sections 355(a) and 368(a)(1)(D) of the Code.

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

“ IRS Ruling ” means the U.S. federal income Tax ruling, and any supplements thereto, issued to Parent by the IRS in connection with the Restructuring and the Distribution.

“ IRS Ruling Request ” means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions and any amendment or supplement to such ruling request letter.

“ Law ” has the meaning set forth in the Separation and Distribution Agreement.

“ Liability ” has the meaning set forth in the Separation and Distribution Agreement.

“ Non-Income Tax Return ” means any Tax Return relating to Taxes other than Income Taxes.

“ Non-Income Taxes ” means (i) any Taxes other than Income Taxes and (ii) for the avoidance of doubt, those Taxes listed on Schedule 1 .

“ Notified Action ” has the meaning set forth in Section 8.03(a).

“ Ordinary Course of Business ” means an action taken by a Person only if such action is taken in the ordinary course of the normal day-to-day operations of such Person.

“ Parent ” has the meaning set forth in the preamble.

“ Parent Board ” has the meaning set forth in the Separation and Distribution Agreement.

“ Parent Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ Parent Disqualifying Action ” means (i) any action (or the failure to take any action) by Parent or any Parent Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of Parent, any assets of Parent or any Equity Securities or assets of any Parent Entity, Internal Controlled or any Internal Controlled Entity that, or (iii) any inaccuracy in or breach

by Parent or any Parent Entity of any of the representations, warranties or covenants of or made by Parent in this Agreement or in connection with the Tax Opinions, the IRS Ruling, or any IRS Ruling Request (other than, in each case, any representations and warranties made by Parent on behalf of, or with respect to, SpinCo or any SpinCo Entity) that, in each case, causes any of the Transactions to fail to have Tax-Free Status; provided , however , that the term “Parent Disqualifying Action” shall not include any action expressly contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring, the Distribution or the Plan of Reorganization.

“ Parent Entity ” means any member of the Parent Group other than Parent.

“ Parent Group ” means, individually or collectively, as the case may be, (a) Parent and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Effective Time (and giving effect to the Restructuring and the Distribution), (b) any Person that shall have merged or liquidated into Parent or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

The “ Parent Mergers ” means the Mergers, as defined in the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, by and among Parent (then named Rome-Milan Holdings, Inc.), MeadWestvaco Corporation, a Delaware Corporation, Rock-Tenn Company, a Georgia Corporation, Milan Merger Sub, LLC, a Delaware limited liability company and Rome Merger Sub, Inc., a Georgia corporation, as restated and amended by the First Amendment to the Second Amended and Restated Business Combination Agreement, by and among Parent (then named Rome-Milan Holdings, Inc.), MeadWestvaco Corporation, Rock-Tenn Company, Milan Merger Sub, LLC and Rome Merger Sub, Inc.

“ Parent Separate Tax Return ” means any Separate Return required to be filed by any member of the Parent Group.

“ Parent Tax Proceeding ” has the meaning set forth in Section 7.02(a).

“ Parent Taxes ” means, without duplication, (i) any Taxes of or imposed on Parent or any Parent Entity (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return, but excluding any Restructuring/Distribution Taxes), whether imposed as a result of an Adjustment, amendment or otherwise, (ii) any Restructuring Transfer Taxes (A) due in connection with an originally-filed Tax Return that Parent determines to be due or (B) attributable to, or arising with respect to, assets or activities of the Parent Business (in the case of clause (B), whether imposed as a result of an Adjustment, amendment or otherwise), (iii) any Restructuring/Distribution Taxes, whether imposed as a result of an Adjustment, amendment or otherwise, and (iv) any Taxes attributable to a Parent Disqualifying Action, whether imposed as a result of an Adjustment, amendment or otherwise; provided , that, notwithstanding anything in clauses (i) through (iv) to the contrary, Parent Taxes shall not include any SpinCo Taxes (including, for the avoidance of doubt, any Taxes attributable to a SpinCo Disqualifying Action).

“ Party ” has the meaning set forth in the preamble.

“ Past Practice ” has the meaning set forth in Section 3.01(a).

“ Payment Date ” means (i) with respect to any Combined Tax Return, the earliest of the due date for any required installment of estimated taxes determined under Section 6655 of the Code or any similar provision of foreign Tax Law, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code or any similar provision of foreign Tax Law, and the date the return is filed, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

“ Person ” has the meaning set forth in the Separation and Distribution Agreement.

“ Plan of Reorganization ” has the meaning set forth in the Separation and Distribution Agreement.

“ Post-Distribution Ruling ” has the meaning set forth in Section 8.02(d).

“ Post-Separation Period ” means any taxable period (or portion thereof) beginning on or after the Distribution Date, including for the avoidance of doubt, the portion of any Straddle Period beginning on or after the Distribution Date.

“ Prime Rate ” has the meaning set forth in the Separation and Distribution Agreement.

“ Record Holders ” has the meaning set forth in the Separation and Distribution Agreement.

“ Refund ” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided , however , that for purposes of this Agreement, the amount of any Refund required to be paid to another Party shall be reduced by the net amount of any Income Taxes imposed on, related to, or attributable to, the receipt or accrual of such Refund.

“ Representatives ” has the meaning set forth in the Separation and Distribution Agreement.

“ Restriction Period ” means the period beginning on the date hereof and ending on the twenty five (25) month anniversary of the Distribution Date.

“ Restructuring ” has the meaning set forth in the recitals and includes, for the avoidance of doubt, the Contribution and the Distribution.

“ Restructuring/Distribution Taxes ” means any Taxes imposed on, in connection with, or by reason of the Restructuring or the Distribution (not including any Transfer Taxes), other than any such Taxes caused by a Disqualifying Action.

“ Restructuring Transfer Taxes ” means any Transfer Taxes imposed on, in connection with, or by reason of the Restructuring or the Distribution.

“ SAG ” has the meaning ascribed to the term “separate affiliated group” in Section 355(b)(3)(B) of the Code.

“ Section 336(e) Election ” has the meaning set forth in Section 8.04.

“ Separate Return ” means (i) in the case of any Tax Return required to be filed by any member of the Parent Group (including any consolidated, combined, unitary or similar Tax Return), any such Tax Return that does not include any member of the SpinCo Group and (ii) in the case of any Tax Return required to be filed by any member of the SpinCo Group (including any consolidated, combined, unitary or similar Tax Return), any such Tax Return that does not include any member of the Parent Group.

“ Separation and Distribution Agreement ” has the meaning set forth in the recitals.

“ SpinCo ” has the meaning set forth in the preamble.

“ SpinCo Active Trade or Business ” means the trade or business actively conducted (within the meaning of Section 355(b) of the Code) by SpinCo (taking into account Section 355(b)(3) of the Code and Revenue Ruling 2007-42, 2007-2 C.B. 44) immediately prior to the Distribution and relied upon to satisfy the requirements of Section 355(b) of the Code with respect to the Distribution, as set forth in the Tax Materials.

“ SpinCo Assets ” has the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Business ” has the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Disqualifying Action ” means (i) any action (or the failure to take any action) by SpinCo or any SpinCo Entity (including entering into any agreement, understanding or arrangement or any negotiations or discussions with respect to any transaction or series of transactions) that, (ii) any acquisition of all or a portion, or any event (or series of events) involving, the Equity Securities of SpinCo, any assets of SpinCo or any Equity Securities or assets of any SpinCo Entity, Internal Distributing or any Internal Distributing Entity that, or (iii) any inaccuracy in or breach by SpinCo or any SpinCo Entity of any of the representations, warranties or covenants of or made by SpinCo in this Agreement or in connection with the Tax Opinions, the IRS Ruling or any IRS Ruling Request (irrespective of whether Parent made the same representation or warranty on behalf of, or with respect to, SpinCo or any SpinCo Entity), that, in each case, causes any of the Transactions to fail to have Tax-Free Status (regardless of whether a Post-Distribution Ruling, Unqualified Tax Opinion or Waiver may have been obtained or provided with respect to such action, event, inaccuracy or breach); provided , however , that the term “SpinCo Disqualifying Action” shall not include any action expressly contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or that is undertaken pursuant to the Restructuring, the Distribution or the Plan of Reorganization.

“ SpinCo Entity ” means any member of the SpinCo Group other than SpinCo.

“ SpinCo Group ” means individually or collectively, as the case may be, (a) SpinCo and any of its Subsidiaries (including, for the avoidance of doubt, any such Subsidiary that is treated

as a “disregarded entity” for U.S. federal Income Tax purposes (or for purposes of any state, local or foreign Tax law)) immediately after the Effective Time (and giving effect to the Restructuring and the Distribution), (b) any Person that shall have merged or liquidated into SpinCo or any such Subsidiary and (c) any predecessor or successor to any Person otherwise described in this definition.

“ SpinCo Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

“ SpinCo Separate Tax Return ” means any Separate Return required to be filed by any member of the SpinCo Group.

“ SpinCo Tax Proceeding ” has the meaning set forth in Section 7.02(a).

“ SpinCo Taxes ” means, without duplication, (i) any Income Taxes of or imposed on any member of the SpinCo Group (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return), in each case, for any Post-Separation Period, attributable to, or arising with respect to, assets or activities of the SpinCo Business (excluding any Restructuring/Distribution Taxes or any Restructuring Transfer Taxes), whether imposed as a result of an Adjustment, amendment or otherwise, (ii) any Non-Income Taxes of or imposed on any member of the Parent Group or any member of the SpinCo Group (including any Taxes reported on or otherwise imposed with respect to a Combined Tax Return), in each case, required to be paid in any Post-Separation Period, attributable to, or arising with respect to, assets or activities of the SpinCo Business (excluding any Restructuring/Distribution Taxes or any Restructuring Transfer Taxes), whether imposed as a result of an Adjustment or amendment or otherwise, (iii) any Restructuring Transfer Taxes resulting from an Adjustment or amendment and attributable to, or arising with respect to, assets or activities of the SpinCo Business, and (iv) any Taxes attributable to a SpinCo Disqualifying Action, whether imposed as a result of an Adjustment, amendment or otherwise; provided , that SpinCo Taxes shall not include any Taxes attributable to a Parent Disqualifying Action.

“ Straddle Period ” means any taxable period beginning on or prior to the Distribution Date and ending after the Distribution Date.

“ Subsidiary ” has the meaning set forth in the Separation and Distribution Agreement.

“ Tax ” means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any U.S. federal, state or local or foreign governmental authority, including, but not limited to (A) income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, margin, payroll, withholding, social security, value added and other taxes and (B) for the avoidance of doubt, those taxes listed on Schedule 1 , (ii) any interest, penalties or additions attributable thereto and (iii) all liabilities in respect of any items described in clause (i) or (ii) payable by reason of contract, transferee or successor liability, operation of Law or Treasury Regulations Section 1.1502-6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law).

“ Tax Attributes ” means net operating losses, capital losses, credits, earnings and profits, overall foreign losses, previously taxed income, separate limitation losses and all other Tax attributes.

“ Tax Counsel ” shall mean tax counsel of recognized national standing that is acceptable to Parent.

“ Tax Item ” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that increases or decreases Taxes paid or payable.

“ Tax Materials ” means (i) the IRS Ruling, (ii) the Tax Opinions, (iii) each submission to the IRS in connection with any IRS Ruling Request, (iv) the representation letters from Parent and SpinCo addressed to Tax Counsel supporting the Tax Opinions and (v) any other materials delivered or deliverable by Parent or SpinCo in connection with the rendering by Tax Counsel of the Tax Opinions or the issuance by the IRS of the IRS Ruling.

“ Tax Matter ” has the meaning set forth in Section 9.01.

“ Tax Opinions ” shall mean the opinions issued by Tax Counsel to Parent with respect to certain Tax aspects of the Contribution and the Distribution, as referenced in [Section 3.3(a)(iv)] of the Separation and Distribution Agreement.

“ Tax Package ” means all relevant Tax-related information relating to the operations of the Parent Business or the SpinCo Business, as applicable, that is reasonably necessary to prepare and file the applicable Tax Return.

“ Tax Proceeding ” means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“ Tax Return ” means any return, report, certificate, form or similar statement or document (including any related or supporting information or schedule attached thereto and any information return, or declaration of estimated Tax) supplied to, filed with or required to be supplied to or filed with, a Taxing Authority in connection with the payment, determination, assessment or collection of any Tax or the administration of any Laws relating to any Tax and any amended Tax return or claim for refund.

“ Tax-Free Status ” means, with respect to (a) the Contribution and the Distribution, taken together, and (b) the Internal Contribution and the Internal Distribution, taken together, the qualification in each case thereof (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is “qualified property” for purposes of Sections 355(c)(2) and 361(c) of the Code, and (iii) as a transaction in which Parent, SpinCo, members of the Parent Group, members of the SpinCo group and the shareholders of Parent recognize no income or gain for U.S. federal Income Tax purposes pursuant to Sections 355, 361 and 1031 of the Code, other than intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

“ Taxing Authority ” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“ Taxing Jurisdiction ” means the United States and every other government or governmental unit having jurisdiction to tax Parent, SpinCo or any of their respective Affiliates.

“ Transactions ” means the transactions referred to in the definition of “Tax-Free Status.”

“ Transfer Taxes ” means all sales, use, transfer, real property transfer (whether such transfer is direct or indirect), intangible, recordation, registration, documentary, stamp or similar Taxes.

“ Treasury Regulations ” means the final and temporary (but not proposed) income Tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ U.S. ” means the United States of America.

“ Unqualified Tax Opinion ” means a “will” opinion, without substantive qualifications, of a nationally recognized law firm, which law firm is reasonably acceptable to Parent, to the effect that a transaction will not affect the conclusions set forth in the Tax Opinions.

“ Waiver ” has the meaning set forth in Section 8.02(d).

Section 1.02.          Additional Definitions . Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Separation and Distribution Agreement.

Article II

PREPARATION, FILING AND PAYMENT OF TAXES SHOWN DUE
ON TAX RETURNS

Section 2.01.          Combined Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Section 2.02.          Parent Separate Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Parent Separate Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Section 2.03.          SpinCo Separate Tax Returns . SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that Parent shall reimburse SpinCo for any such Taxes that are Parent Taxes.

Section 2.04.          Restructuring Transfer Tax Returns . Parent shall prepare and file (or cause to be prepared and filed) all Tax Returns required to be filed with respect to Restructuring Transfer Taxes and Parent shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided , that SpinCo shall reimburse Parent for any such Taxes that are SpinCo Taxes.

Article III

TAX RETURN PROCEDURES

Section 3.01.          Procedures Relating to Combined Tax Returns and Parent Separate Tax Returns .

(a)           In connection with the preparation of any Combined Tax Return pursuant to Section 2.01 or any Parent Separate Tax Return pursuant to Section 2.02 that may include Tax Items relating to the activities or assets of the SpinCo Business, SpinCo will (and will cause the SpinCo Entities to) assist and cooperate with Parent by preparing and providing to Parent such information and other documentation as may be requested by or necessary to enable Parent, in such form as Parent may reasonably request, to prepare such Combined Tax Return or Parent Separate Tax Return, including, but not limited to, pro forma Tax Returns for SpinCo and any SpinCo Entity to be included in such Combined Tax Return or equivalent financial data to be used in the preparation of such Parent Separate Tax Return, as applicable. Any such pro forma Tax Return or equivalent financial data shall be prepared in accordance with past practices, accounting methods, elections and conventions (“ Past Practice ”), unless otherwise required by Law or reasonably requested in writing by Parent, and shall be delivered no later than sixty (60) days following Parent’s request therefor. At its option, Parent may engage an accounting firm of its choice to review the pro forma Tax Return or equivalent financial data, supporting documentation, and statements submitted by SpinCo and in connection therewith, shall determine whether such Tax Return was prepared in accordance with Past Practice. All costs and expenses associated with such review will be borne by Parent.

(b)           Parent (or its designee) shall determine the entities to be included in any Combined Tax Return and make or revoke any Tax elections, adopt or change any Tax accounting methods, and determine any other position taken on or in respect of any Combined Tax Return or Parent Separate Tax Return. Notwithstanding the immediately preceding sentence, any Combined Tax Return or Parent Separate Tax Return shall, to the extent relating to SpinCo, any SpinCo Entity or the activities or assets of the SpinCo Business, be prepared in good faith. Parent shall deliver to SpinCo for its review a draft of any Combined Tax Return or Parent Separate Tax Return, in each case, if such Tax Return reflects or relates to Taxes for which SpinCo would reasonably be expected to be liable hereunder, at least fifteen (15) days prior to the Due Date for such Tax Return to enable SpinCo to analyze and comment on such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by SpinCo under Section 2.01 or Section 2.02). Parent shall in good faith consider any such reasonable comments received from SpinCo and Parent and SpinCo shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return; provided , however , that nothing herein shall prevent Parent from timely filing (or causing to be filed) any such Tax Return.

Section 3.02.          Procedures relating to SpinCo Separate Tax Returns . In the case of any SpinCo Separate Tax Return that reflects or relates to Taxes for which Parent would reasonably be expected to be liable hereunder, SpinCo shall (1) unless otherwise required by Law or agreed to in writing by Parent, prepare (or cause to be prepared) such Tax Return in a manner consistent with Past Practice to the extent such items affect the Taxes for which Parent may be responsible pursuant to this Agreement, and (2) submit to Parent a draft of any such Tax Return (along with a statement setting forth the calculation of the Tax shown due and payable on such Tax Return reimbursable by Parent under Section 2.03) at least fifteen (15) days prior to the Due Date for such Tax Return to enable Parent to analyze and comment on such Tax Return. SpinCo shall reflect any such reasonable comments received from Parent in good faith, to the extent such comments relate to Taxes for which Parent would reasonably be expected to be liable hereunder.

Section 3.03.          Preparation of all Tax Returns . Except as required by applicable Law or as a result of a Final Determination, (i) neither Parent nor SpinCo shall (nor shall cause or permit any members of the Parent Group or SpinCo Group, respectively, to) take any position that is either inconsistent with the Tax-Free Status (or analogous status under any state or local Law) or, with respect to a specific Tax Item on any Tax Return, treat such Tax Item in a manner that is inconsistent with the manner such Tax Item is reported on a Tax Return prepared or filed by Parent pursuant to Article II hereof (including, without limitation, the claiming of a deduction previously claimed on any such Tax Return) and (ii) Parent and SpinCo shall (and shall cause the members of the Parent Group and SpinCo Group, respectively, to) prepare all Tax Returns in a manner consistent with the terms of this Agreement and the Separation and Distribution Agreement.

Section 3.04.          Tax Returns Reflecting Restructuring/Distribution Taxes . Notwithstanding anything to the contrary in Articles II, III and IV, the portion of any Tax Return that relates to any Restructuring/Distribution Taxes or any Taxes attributable to a Parent Disqualifying Action shall be prepared by Parent in the manner determined by Parent in its sole discretion.

Article IV

TAX TIMING AND ALLOCATION

Section 4.01.          Timing of Payments . All Taxes required to be paid or caused to be paid pursuant to Article II by either Parent or SpinCo, as the case may be, to an applicable Taxing Authority or to be reimbursed by Parent or SpinCo to the other Party (or any member of its Group) pursuant to this Agreement, shall, in the case of a payment to a Taxing Authority, be paid on or before the Due Date for the payment of such Taxes and, in the case of a payment to the other Party, be paid at least two (2) business days before the Due Date for the payment of such Taxes by the other Party.

Section 4.02.          Expenses . Except as otherwise expressly provided herein (including in Section 3.01), each Party shall bear its own expenses incurred in connection with this Agreement.

Section 4.03.          Apportionment of SpinCo Taxes . For all purposes of this Agreement, Parent shall determine in its sole discretion exercised in good faith which Tax Items are properly

attributable to assets or activities of the SpinCo Business (and in the case of a Tax Item that is properly attributable to both the SpinCo Business and the Parent Business, the allocation of such Tax Item between the SpinCo Business and the Parent Business).

Article V
INDEMNIFICATION

Section 5.01.          Indemnification by Parent . Parent shall pay, and shall indemnify and hold SpinCo and the SpinCo Entities harmless from and against, without duplication, (i) all Parent Taxes, (ii) all Taxes incurred by SpinCo or any SpinCo Entity as a result of any inaccuracy in or breach by Parent or any Parent Entity of any of the representations, warranties or covenants of or made by Parent in this Agreement, and (iii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).

Section 5.02.          Indemnification by SpinCo . SpinCo shall pay, and shall indemnify and hold Parent and the Parent Entities harmless from and against, without duplication, (i) all SpinCo Taxes, (ii) all Taxes incurred by Parent or any Parent Entity as a result of any inaccuracy in or breach by SpinCo or any SpinCo Entity of any of the representations, warranties or covenants of or made by SpinCo in this Agreement, and (iii) any costs and expenses related to the foregoing (including reasonable fees of attorneys and experts and out-of-pocket expenses).

Section 5.03.          Characterization of and Adjustments to Payments .

(a)           For all Tax purposes, the Parties agree to treat (and to cause their respective Affiliates to treat) (i) any payment required by this Agreement (other than payments with respect to interest accruing after the Distribution Date) as either a contribution by Parent to SpinCo or a distribution by SpinCo to Parent, as the case may be, occurring immediately prior to the Distribution or as a payment of an assumed or retained Liability and (ii) any payment of non-federal Taxes by or to a Taxing Authority or any payment of interest as taxable or deductible, as the case may be, to the Party entitled under this Agreement to retain such payment or required under this Agreement to make such payment, in each case, except as otherwise required by applicable Law.

(b)           Any indemnification payment under this Article V and under Article VI of the Separation and Distribution Agreement shall be increased to take into account any inclusion in taxable income of the Indemnified Party arising from the receipt of such indemnity payment and shall be decreased to take into account any reduction in taxable income of the Indemnified Party arising from such indemnified Liability. For purposes hereof, any adjustment to an indemnification payment on account of Taxes shall be determined (i) using the highest marginal rates in effect for Parent, in the case of an Indemnified Party that is a member of the Parent Group, or for SpinCo, in the case of an Indemnified Party that is a member of the SpinCo Group, at the time of the determination and (ii) assuming that the Indemnified Party will be liable for Taxes at such rate and has no Tax Attributes at the time of the determination.

Section 5.04.          Timing of Indemnification Payments . Indemnification payments required pursuant to this Article V shall be paid by the Indemnifying Party to the Indemnified Party within ten (10) business days of the receipt by the Indemnifying Party of notification of the amount owed, together with reasonable documentation showing (i) the basis for the calculation of such

amount and (ii) if the Indemnified Party has already paid such amount to the relevant Taxing Authority or other recipient, evidence of such payment.

Article VI
REFUNDS, DEDUCTIONS

Section 6.01.          Refunds .

(a)           Parent shall be entitled to all Refunds of Taxes for which Parent is responsible pursuant to Article II or for which Parent is or may be liable pursuant to Article V, and SpinCo shall be entitled to all Refunds of Taxes for which SpinCo is responsible pursuant to Article II or for which SpinCo is or may be liable pursuant to Article V. A Party receiving a Refund to which the other Party is entitled pursuant to this Agreement shall pay the amount to which such other Party is entitled within ten (10) days after the receipt of the Refund.

(b)           In the event of an Adjustment relating to Taxes for which one Party is responsible pursuant to Article II or is or may be liable pursuant to Article V which would have given rise to a Refund but for an offset against the Taxes for which the other Party is or may be liable pursuant to Article V (the “ Benefited Party ”), then the Benefited Party shall pay to the other Party, within ten (10) days of the Final Determination of such Adjustment an amount equal to the lesser of (i) the amount of such hypothetical Refund or (ii) the amount of such reduction in the Taxes of the Benefited Party, in each case plus interest at the rate set forth in Section 6621(a)(1) of the Code on such amount for the period from the filing date of the Tax Return that would have given rise to such Refund to the payment date. For purposes of this Section 6.01(b), a decrease in taxable income shall be considered a reduction in Taxes of a Benefited Party, and an increase in taxable income shall be considered Taxes for which a party is or may be liable.

(c)           Notwithstanding Section 6.01(a), to the extent that a Party applies or causes to be applied an overpayment of Taxes as a credit toward or a reduction in Taxes otherwise payable (or a Taxing Authority requires such application in lieu of a Refund) and such overpayment of Taxes, if received as a Refund, would have been payable by such Party to the other Party pursuant to this Section 6.01, such Party shall pay such amount to the other Party no later than the Due Date of the Tax Return for which such overpayment is applied to reduce Taxes otherwise payable.

(d)           To the extent that the amount of any Refund under this Section 6.01 is later reduced by a Taxing Authority or a Tax Proceeding, such reduction shall be allocated to the Party to which such Refund was allocated pursuant to this Section 6.01 and an appropriate adjusting payment shall be made.

Section 6.02.          Treatment of Deductions Associated with Equity-Related Compensation . The treatment of Tax deductions associated with equity-related compensation shall be governed by Section [5.3] of the Employee Matters Agreement.

Article VII
TAX PROCEEDINGS

Section 7.01.          Notification of Tax Proceedings . Within thirty (30) days after an Indemnified Party becomes aware of the commencement of a Tax Proceeding that may give rise to Taxes for which an Indemnifying Party is responsible pursuant to Article V, such Indemnified Party shall notify the Indemnifying Party of such Tax Proceeding, and thereafter shall promptly forward or make available to the Indemnifying Party copies of notices and communications relating to such Tax Proceeding. The failure of the Indemnified Party to notify the Indemnifying Party of the commencement of any such Tax Proceeding within such thirty (30)-day period or promptly forward any further notices or communications shall not relieve the Indemnifying Party of any obligation which it may have to the Indemnified Party under this Agreement except to the extent that the Indemnifying Party is actually prejudiced by such failure.

Section 7.02.          Tax Proceedings .

(a)           Generally . Except as provided in Section 7.02(c)(i), Parent (or such member of the Parent Group as Parent shall designate) shall have the sole right to control, and to represent the interests of the members of the Parent Group and the members of the SpinCo Group and to employ counsel of its choice at its expense in, any Tax Proceeding (including any Tax Proceeding with respect to Restructuring/Distribution Taxes) relating to (i) any Combined Tax Return, (ii) any Parent Separate Tax Return, (iii) any Restructuring/Distribution Taxes, or (iv) any Non-Income Taxes that are both SpinCo Taxes and Parent Taxes (each, a “ Parent Tax Proceeding ”). Except as provided in Section 7.02(c)(ii), SpinCo (or such member of the SpinCo Group as SpinCo shall designate) shall have the sole right to control, and to represent the interests of the members of the SpinCo Group and to employ counsel of its choice at its expense in, (i) any Tax Proceeding relating to any SpinCo Separate Tax Return and (ii) any Non-Income Taxes or Restructuring Transfer Taxes that are attributable to, or arise with respect to, assets or activities of the SpinCo Business, in each case, other than a Parent Tax Proceeding (a “ SpinCo Tax Proceeding ”).

(b)           Power of Attorney . SpinCo shall (and shall cause the members of the SpinCo Group to) execute and deliver to Parent (or such member of the Parent Group as Parent shall designate) any power of attorney or other document reasonably requested by Parent (or such designee) in connection with any Parent Tax Proceeding.

(c)           Participation Rights .

(i)           Parent Tax Proceedings . In the event of any Parent Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of SpinCo pursuant to Article V, (A) Parent shall consult with SpinCo reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) Parent shall consult with SpinCo and offer SpinCo a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) Parent shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, and (D) Parent shall provide SpinCo copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority.

Notwithstanding anything in the preceding sentence to the contrary, the final determination of the positions taken, including with respect to settlement or other disposition, in any Parent Tax Proceeding shall be made in the sole discretion of Parent and shall be final and not subject to the dispute resolution provisions of Section 10.01 (or, for the avoidance of doubt, Article [VII] of the Separation and Distribution Agreement).

(ii)          SpinCo Tax Proceedings . In the event of any SpinCo Tax Proceeding the resolution of which could reasonably be expected to give rise to an indemnification obligation of Parent pursuant to Article V or which otherwise could reasonably be expected to have an adverse impact on Parent, (A) SpinCo shall consult with Parent reasonably in advance of taking any significant action in connection with such Tax Proceeding, (B) SpinCo shall consult with Parent and offer Parent a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such Tax Proceeding, (C) SpinCo shall defend such Tax Proceeding diligently and in good faith as if it were the only party in interest in connection with such Tax Proceeding, (D) SpinCo shall provide Parent copies of any written materials relating to such Tax Proceeding received from the relevant Taxing Authority, (E) Parent shall be entitled to participate in such Tax Proceeding at its own expense and (F) SpinCo shall not settle, compromise or abandon any such Tax Proceeding without obtaining the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

Article VIII
TAX-FREE STATUS OF THE TRANSACTIONS

Section 8.01.          Representations and Warranties .

(a)           SpinCo . SpinCo hereby represents and warrants that (i) it has examined the Tax Materials, and (ii) the facts presented and the representations made in the Tax Materials, to the extent descriptive of or in reference to the SpinCo Group or the SpinCo Business (including with respect to the plans, proposals, intentions and policies of the SpinCo Group), are true, correct and complete in all respects.

(b)           Parent . Parent hereby represents and warrants that (i) it has delivered complete and accurate copies of the Tax Materials to SpinCo and (ii) the facts presented and the representations made in the Tax Materials, to the extent descriptive of or in reference to the Parent Group or the Parent Business (including with respect to the business purposes for the Distribution described in the Tax Materials and the plans, proposals, intentions and policies of the Parent Group), are true, correct and complete in all respects.

(c)           No Contrary Plan . Each of Parent and SpinCo represents and warrants that neither it, nor any of its Affiliates, has any plan or intention to take any action (or fail to take any action) or knows of any fact or circumstance (after due inquiry) (A) which is inconsistent with any statements or representations made in the Tax Materials, this Agreement or the Separation and Distribution Agreement (or that could cause any such statements or representations to be untrue) or (B) which may cause any of the Transactions not to have Tax-Free Status.

Section 8.02.          Restrictions Relating to the Distribution .

(a)           General . SpinCo shall not, and shall not permit any SpinCo Entity to, take any action that constitutes (and shall not fail to take an action, the omission of which would result in) a Disqualifying Action described in the definition of SpinCo Disqualifying Action.

(b)           SpinCo Obligations . SpinCo shall not take any action (including, but not limited to, any cessation, transfer or disposition of all or any portion of any SpinCo Business, payment of extraordinary dividends and acquisitions or issuance of Equity Securities) or permit any member of the SpinCo Group to take any such action, and SpinCo shall not fail to take any such action or permit any SpinCo Entity to fail to take any such action, in each case, unless such action or failure to act (x) could not reasonably be expected to cause any of the Transactions to fail to have Tax-Free Status or (y) could not require Parent or SpinCo to reflect a liability or reserve for Taxes or other amounts with respect to the Transactions in its financial statements.

(c)           SpinCo Restrictions . Prior to the first (1 ^st ) day after the end of the Restriction Period, SpinCo:

(i)           (x) shall continue and/or cause to be continued the active conduct (within the meaning of Section 355(b) of the Code) of the SpinCo Active Trade or Business and the Internal Distributing Active Trade or Business (by Internal Distributing) as conducted immediately prior to the Distribution, taking into account Section 355(b)(3) of the Code and Revenue Ruling 2007-42, 2007-2 C.B. 44, and (y) shall not engage (or permit Internal Distributing or any other SpinCo Entity to engage) in any transaction (including, without limitation, any cessation, transfer or disposition of all or any portion of any SpinCo Business) that could reasonably be expected to result in either SpinCo ceasing to be a company engaged in the SpinCo Active Trade or Business or Internal Distributing ceasing to be a company engaged in the Internal Distributing Active Trade or Business.

(ii)          shall not, and shall not permit any SpinCo Entity, Internal Distributing or any Internal Distributing Entity (other than any SpinCo Entity or Internal Distributing Entity treated as an entity disregarded as separate from its owner for U.S. federal Income Tax purposes) to voluntarily dissolve or liquidate (or take any other action or enter into any transaction that would effect a liquidation for U.S. federal Income Tax purposes).

(iii)         shall not (1) enter into, solicit, agree to, participate in, approve or effect any Acquisition Transaction or any Internal Distributing Acquisition Transaction or, to the extent SpinCo has the right to prohibit any Acquisition Transaction or any Internal Distributing Acquisition Transaction, permit any Acquisition Transaction or any Internal Distributing Acquisition Transaction to occur, (2) redeem or otherwise repurchase or agree to redeem or otherwise repurchase (directly or through an Affiliate) any Equity Securities of SpinCo or Internal Distributing, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (3) amend SpinCo’s or Internal Distributing’s certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the relative voting rights of SpinCo’s or Internal Distributing’s Equity Securities (including through the conversion of any Equity Securities into another class of Equity Securities), (4) merge or consolidate (or agree to merge or consolidate) with any other Person or permit any SpinCo Entity, Internal Distributing or any Internal Distributing Entity to merge or consolidate

(or agree to merger or consolidate) with any other Person (other than, (A) in the case of a SpinCo Entity, either SpinCo or another SpinCo Entity, or (B) in the case of an Internal Distributing Entity, Internal Distributing or another Internal Distributing Entity) or (5) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any statement or representation made in the Tax Materials) which, individually or in the aggregate (and taking into account any other transactions described in this Section 8.02(c)(iii)) would be reasonably likely to have the effect of causing or permitting one or more Persons (whether or not acting in concert) to acquire, directly or indirectly, Equity Securities representing a Fifty-Percent or Greater Interest in SpinCo or Internal Distributing or otherwise jeopardize the Tax-Free Status of any of the Transactions. In addition, SpinCo shall not at any time, whether before or subsequent to the expiration of the Restriction Period, engage in or permit any action described in the immediately preceding sentence if it is pursuant to an agreement negotiated (in whole or in part) prior to the first (1 ^st ) day after the end of the Restriction Period, even if at the time of the Distribution or thereafter such action is subject to various conditions.

(iv)         (1) shall not, and shall not permit any SpinCo Entity to, sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition) of assets (including, any shares of Equity Securities of a Subsidiary) that, in the aggregate, constitute more than thirty percent (30%) of the gross assets of SpinCo or more than thirty percent (30%) of the consolidated gross assets of SpinCo and the members of its SAG; and (2) shall not permit Internal Distributing or any Internal Distributing Entity to sell, transfer, or otherwise dispose of or agree to, sell, transfer or otherwise dispose (including in any transaction treated for U.S. federal Income Tax purposes as a sale, transfer or disposition) of assets (including, any shares of Equity Securities of a Subsidiary) that, in the aggregate, constitute more than thirty percent (30%) of the gross assets of Internal Distributing or more than thirty percent (30%) of the consolidated gross assets of Internal Distributing and the members of its SAG. The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of SpinCo or Internal Distributing, as applicable (or any member of the applicable SAG). The percentages of gross assets of SpinCo or of the consolidated gross assets of SpinCo and the members of its SAG, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of such entity or entities as of the Distribution Date. The percentages of gross assets of Internal Distributing or of the consolidated gross assets of Internal Distributing and the members of its SAG, as the case may be, sold, transferred, or otherwise disposed of, shall be based on the fair market value of the gross assets of such entity or entities as of the date of the Internal Distribution. For purposes of this Section 8.02(c)(iv), a merger of SpinCo or Internal Distributing (or a member of the applicable SAG) with and into any Person shall constitute a disposition of all of the assets of such entity or such member.

(d)           Notwithstanding the restrictions imposed by Section 8.02(c), during the Restriction Period, SpinCo may proceed with (or permit to proceed) any of the actions or transactions described in Section 8.02(c), if (x) such action or transaction is not described in Section 8.02(a) or Section 8.02(b) and (y) prior to entering into any agreement contemplating such action

or transaction, and prior to taking or consummating any such action or transaction, (i) SpinCo shall first have requested Parent to obtain a private letter ruling from the IRS (and any other relevant Taxing Authority) (a “ Post-Distribution Ruling ”) in accordance with Section 8.03(d) of this Agreement to the effect that such action or transaction will not affect the Tax-Free Status of any of the Transactions and Parent shall have received such Post-Distribution Ruling in form and substance satisfactory to Parent in its sole and absolute discretion, (ii) SpinCo shall have provided Parent with an Unqualified Tax Opinion in form and substance satisfactory to Parent in its sole and absolute discretion, or (iii) Parent shall have waived in writing (a “ Waiver ”) the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion. In determining whether a Post-Distribution Ruling or Unqualified Tax Opinion is satisfactory, Parent shall exercise its discretion in good faith and may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the Post-Distribution Ruling or Unqualified Tax Opinion and the views on the substantive merits. For the avoidance of doubt, SpinCo shall not be relieved of any indemnification obligation pursuant to Article V or otherwise under this Agreement as a result of having satisfied the requirements of clauses (i), (ii) or (iii) of this Section 8.02(d).

(e)           Tax Reporting . Each of SpinCo and Parent covenants and agrees that it will not take, and will cause its respective Affiliates not to take, any position on any Tax Return that is inconsistent with the Tax-Free Status of the Transactions.

Section 8.03.          Procedures Regarding Post-Distribution Rulings and Unqualified Tax Opinions .

(a)           Notification . If SpinCo determines that it desires to take one of the actions described in Section 8.02(c) (a “ Notified Action ”), SpinCo shall promptly notify Parent of this fact in writing.

(b)           Post-Distribution Rulings or Unqualified Tax Opinions at SpinCo’s Request . Upon the reasonable request of SpinCo pursuant to Section 8.03(a), Parent shall cooperate with SpinCo and use its commercially reasonable efforts to seek to obtain, as expeditiously as possible, a Post-Distribution Ruling or an Unqualified Tax Opinion for the purpose of permitting SpinCo to take the Notified Action unless Parent shall have waived the requirement to obtain such Post-Distribution Ruling or Unqualified Tax Opinion in writing pursuant to Section 8.02(d). Notwithstanding the foregoing, in no event shall Parent be required to file or cooperate in the filing of any ruling request for a Post-Distribution Ruling under this Section 8.03(b) unless SpinCo represents that (i) it has read such ruling request, and (ii) all statements, information and representations relating to any member of the SpinCo Group contained in such ruling request are (subject to any qualifications therein) true, correct and complete. SpinCo shall reimburse Parent for all reasonable costs and expenses incurred by the Parent Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by Parent within ten (10) days after receiving an invoice from Parent therefor.

(c)           Post-Distribution Rulings or Unqualified Tax Opinions at Parent’s Request . Parent shall have the right to obtain a Post-Distribution Ruling or a tax opinion at any time in its sole and absolute discretion. If Parent determines to obtain a Post-Distribution Ruling or a tax opinion, SpinCo shall (and shall cause each SpinCo Entity to) cooperate with Parent and use

commercial reasonably efforts to take any and all actions reasonably requested by Parent in connection with obtaining such Post-Distribution Ruling or tax opinion (including, without limitation, by making any representation or covenant or providing any information, documents and materials requested by the IRS, any other relevant Taxing Authority or the Tax Counsel issuing such opinion); provided , that SpinCo shall not be required to make (or cause a SpinCo Entity to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control. Parent and SpinCo shall each bear its own costs and expenses in obtaining a Post-Distribution Ruling or tax opinion requested by Parent.

(d)           All Post-Distribution Rulings . Parent shall have sole and exclusive control over the process of obtaining any Post-Distribution Ruling, and only Parent shall be permitted to apply for a Post-Distribution Ruling. In connection with obtaining a Post-Distribution Ruling, (i) Parent shall keep SpinCo informed in a timely manner of all material actions taken or proposed to be taken by Parent in connection therewith; (ii) Parent shall (1) reasonably in advance of the submission of any request for a Post-Distribution Ruling provide SpinCo with a draft copy thereof; (2) reasonably consider SpinCo’s comments on such draft copy; and (3) provide SpinCo with a final copy; and (iii) Parent shall provide SpinCo with notice reasonably in advance of, and SpinCo shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Post-Distribution Ruling. Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution (including the impact of any transaction on the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution, as applicable) without Parent’s prior written consent.

Section 8.04.          Section 336(e) Election . The Parties agree that (i) Parent and SpinCo shall enter into a written, binding agreement and (ii) Parent and Internal Distributing, as applicable, shall timely make a protective election under Section 336(e) of the Code (and any similar provision of any relevant U.S. state or local jurisdiction) and Treasury Regulation Section 1.336-2(j) (each election, a “ Section 336(e) Election ”), with respect to the Distribution and the Internal Distribution, in each case, in accordance with Treasury Regulation Section 1.336-2(h). SpinCo shall (or shall cause the relevant SpinCo Entity or Internal Distributing Entity to) join with Parent or the relevant Parent Entity in the making of such election and shall take any action reasonably requested by Parent or that is otherwise necessary to give effect to such election (including making any other related election). To the extent, pursuant to a Final Determination, the Distribution or the Internal Distribution constitutes a “qualified stock disposition,” as defined in Treasury Regulation Section 1.336-1(b)(6), the Parties shall not and shall not permit any of their respective Subsidiaries to, take any position for Tax purposes inconsistent with the relevant Section 336(e) Election, except as may be required pursuant to a Final Determination. For the avoidance of doubt, in the event that (x) Section 336(e) applies to the Distribution and (y) neither Section 355(c) nor Section 361(c) applies to the Internal Distribution, Parent shall be permitted to make an election under Treasury Regulation Section 1.1502-13(f)(5)(ii) in accordance with Treasury Regulation Section 1.1502-13(f)(5)(ii)(E) and specifying Treasury Regulation Section 1.1502-13(f)(5)(ii)(C) as the basis for relief. In the event the Transactions fail to have Tax-Free Status and Parent is not entitled to indemnification for any Taxes or Losses arising from such failure, SpinCo shall pay over to Parent any refund, credit, or other reduction in otherwise required Tax payments realized by the SpinCo Group or any member of the SpinCo Group arising from the

step-up in Tax basis resulting from a Section 336(e) Election. In the event the Transactions fail to have Tax-Free Status and Parent is entitled to indemnification for any Taxes or Losses arising from such failure, the Restructuring/Distribution Taxes subject to such indemnification shall include any additional Taxes payable by Parent and its affiliates as a result of the relevant Section 336(e) Election.

Article IX
COOPERATION

Section 9.01.          General Cooperation .

(a)           The Parties shall each cooperate fully (and each shall cause its respective Subsidiaries to cooperate fully) with all reasonable requests in writing from the other Party hereto, or from an agent or Representative of such Party, in connection with the preparation and filing of Tax Returns (including the preparation of Tax Packages), claims for Refunds, Tax Proceedings, and calculations of amounts required to be paid pursuant to this Agreement, in each case, related or attributable to or arising in connection with Taxes of any of the Parties or their respective Subsidiaries covered by this Agreement and the establishment of any reserve required in connection with any financial reporting (a “ Tax Matter ”). Such cooperation shall include the provision of any information reasonably necessary or helpful in connection with a Tax Matter (“ Information ”) and shall include, without limitation, at each Party’s own cost:

(i)           the provision of any Tax Returns of the Parties and their respective Subsidiaries, books, records (including information regarding ownership, Tax basis of property, and earnings and profits), documentation and other information relating to such Tax Returns, including accompanying schedules, related work papers, and documents relating to rulings or other determinations by Taxing Authorities;

(ii)          the execution of any document (including any power of attorney) in connection with any Tax Proceedings of any of the Parties or their respective Subsidiaries, or the filing of a Tax Return or a Refund claim of the Parties or any of their respective Subsidiaries;

(iii)         the use of the Party’s reasonable best efforts to obtain any documentation in connection with a Tax Matter; and

(iv)         the use of the Party’s reasonable best efforts to obtain any Tax Returns (including accompanying schedules, related work papers, and documents), documents, books, records or other information in connection with the filing of any Tax Returns of any of the Parties or their Subsidiaries.

(b)           Each Party shall make its employees, advisors, and facilities available, without charge, on a reasonable and mutually convenient basis in connection with the foregoing matters.

Section 9.02.          Retention of Records . Parent and SpinCo shall retain or cause to be retained all Tax Returns, schedules and work papers, and all material records or other documents relating thereto in their possession, until sixty (60) days after the expiration of the applicable statute of limitations (including any waivers or extensions thereof) of the taxable periods to which such Tax Returns and other documents relate or until the expiration of any additional

period that any Party reasonably requests, in writing, with respect to specific material records or documents. A Party intending to destroy any material records or documents shall provide the other Party with reasonable advance notice and the opportunity to copy or take possession of such records and documents. The Parties hereto will notify each other in writing of any waivers or extensions of the applicable statute of limitations that may affect the period for which the foregoing records or other documents must be retained.

Article X
MISCELLANEOUS

Section 10.01.          Dispute Resolution . In the event of any dispute between the Parties as to any matter covered by this Agreement, the Parties shall cooperate in good faith to resolve such dispute. If the Parties cannot resolve such dispute within thirty (30) days from the time such dispute arises, Parent shall, in its reasonable discretion, resolve such dispute, after considering in good faith any comments provided by SpinCo.

Section 10.02.          Tax Sharing Agreements . All Tax sharing, indemnification and similar agreements, written or unwritten, as between Parent or a Parent Entity, on the one hand, and SpinCo or a SpinCo Entity, on the other hand (other than this Agreement, the Separation and Distribution Agreement, any other Ancillary Agreement and any agreement entered into after the Distribution), shall be or shall have been terminated no later than the Effective Time and, after the Effective Time, none of Parent, any Parent Entity, SpinCo or any SpinCo Entity shall have any further rights or obligations under any such Tax sharing, indemnification or similar agreement.

Section 10.03.          Interest on Late Payments . With respect to any payment between the Parties pursuant to this Agreement not made by the due date set forth in this Agreement for such payment, the outstanding amount will accrue interest at a rate per annum equal to the rate in effect for underpayments under Section 6621 of the Code from such due date to and including the earlier of the ninetieth (90th) day or the payment date, and thereafter will accrue interest at a rate per annum equal to Prime Rate plus 2%.

Section 10.04.          Survival of Covenants . Except as otherwise contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms; provided , however , that the representations and warranties and all indemnification for Taxes shall survive until sixty (60) days following the expiration of the applicable statute of limitations (taking into account all extensions thereof), if any, for assessment of the Tax that gave rise to the indemnification; provided , further , that, in the event that notice for indemnification has been given within the applicable survival period, such indemnification shall survive until such time as such claim is finally resolved.

Section 10.05.          Severability . If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the

Parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

Section 10.06.          Entire Agreement . Except as otherwise expressly provided in this Agreement and subject to Section 10.12 hereof, this Agreement, the Employee Matters Agreement, and the Separation and Distribution Agreement constitute the entire agreement of the Parties hereto with respect to the subject matter of this Agreement and supersede all prior agreements and undertakings, both written and oral, between or on behalf of the Parties hereto with respect to the subject matter of this Agreement.

Section 10.07.          No Third-Party Beneficiaries . Except as provided in Article V with respect to indemnified Parties, this Agreement is for the sole benefit of the Parties to this Agreement and their respective Subsidiaries and their permitted successors and assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 10.08.          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 shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. The Parties agree that the remedies at law for any breach or threatened breach, including monetary damages, may be 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 the Parties to this Agreement.

Section 10.09.          Amendment . No provision of this Agreement may be amended or modified except by a written instrument signed by the Parties to this Agreement. No waiver by any Party of any provision of this Agreement shall be effective unless explicitly set forth in writing and executed by the Party so waiving. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other subsequent breach.

Section 10.10.          Rules of Construction . Interpretation of this Agreement shall be governed by the following rules of construction: (i) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other gender as the context requires; (ii) references to the terms Article, Section, paragraph, clause, Exhibit and Schedule are references to the Articles, Sections, paragraphs, clauses, exhibits and schedules of this Agreement unless otherwise specified; (iii) the terms “hereof,” “herein,” “hereby,” “hereto,” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (iv) references to “ $ ” shall mean U.S. dollars; (v) the word “including” and words of similar import when used in this Agreement shall mean “including without limitation,” unless otherwise specified; (vi) the word “or” shall not be exclusive; (vii) references to “written” or “in writing” include in electronic form; (viii) provisions shall apply, when appropriate, to successive events and transactions; (ix) the table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement; (x) Parent and SpinCo have each participated in the negotiation and drafting of this

Agreement and if an ambiguity or question of interpretation should arise, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or burdening either Party by virtue of the authorship of any of the provisions in this Agreement or any interim drafts of this Agreement; and (xi) a reference to any Person includes such Person’s successors and permitted assigns.

Section 10.11.          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 10.12.          Coordination with Separation and Distribution Agreement . In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement, the Employee Matters Agreement, or any other Ancillary Agreement with respect to matters addressed herein the provisions of this Agreement shall control.

Section 10.13.          Coordination with the Employee Matters Agreement . To the extent any covenants or agreements between the Parties with respect to employee withholding Taxes are expressly set forth in the Employee Matters Agreement, such Taxes shall be governed exclusively by the Employee Matters Agreement and not by this Agreement.

Section 10.14.          Governing Law . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed by and construed and interpreted in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including all matters of validity, construction, effect, enforceability, performance and remedies.

Section 10.15.          Assignability . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or delegate its obligations under this Agreement without the express prior written consent of the other Party hereto; provided , however , that each Party may assign all of its rights and obligations under this Agreement to any of its Subsidiaries; provided , further , that no such assignment shall release the assigning Party from any of its liabilities or obligations under this Agreement.

Section 10.16.          Notices . Any notice, demand, claim or other communication under this Agreement will be in writing and will be deemed to have been given (a) on delivery if delivered personally; (b) on the date on which delivery thereof is guaranteed by the carrier if delivered by a national courier guaranteeing delivery within a fixed number of days of sending; or (c) on the date of facsimile transmission thereof if delivery is confirmed, but, in each case, only if addressed to the Parties in the following manner at the following addresses or facsimile numbers (or at the other address or other number as a Party may specify by notice to the others):

If to Parent, to:

WestRock Company
504 Thrasher Street
Norcross, GA 30071
Attention:    Chief Financial Officer
Facsimile:    [●]

with a copy (until the Effective Time) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Facsimile:    (212) 403-2000

If to SpinCo, to:

Ingevity Corporation
5255 Virginia Avenue

North Charleston, SC 29406
Attention:    [●]
Facsimile:    [●]

with a copy (until the Effective Time) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile:    (212) 403-2000

Section 10.17.          Effective Date . This Agreement shall become effective only upon the occurrence of the Distribution.

[ The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the day and year first above written.

[Signature Page to Tax Matters Agreement]

SCHEDULE 1

The following Taxes shall not, for purposes of this Agreement, constitute Income Taxes:

Exhibit 10.4

COVINGTON PLANT

SERVICES AGREEMENT

between

WESTROCK VIRGINIA, LLC

and

INGEVITY VIRGINIA CORPORATION

Dated as of February 1, 2016

Table of Contents

COVINGTON PLANT SERVICES AGREEMENT

THIS AGREEMENT (this “Agreement” ) is made as and effective as of 12:01 a.m. on February 1, 2016 (the “Effective Date” ) between WESTROCK VIRGINIA, LLC, a Delaware limited liability company (the “Mill Owner” ), and INGEVITY VIRGINIA CORPORATION, a Virginia corporation ( “Ingevity” ), under the following circumstances:

A.          Pursuant to a Distribution Agreement of even date herewith between the Mill Owner and Ingevity, certain of the assets and liabilities of the specialty chemicals business of WestRock Company, including the Carbon Plant (as hereinafter defined) operated in conjunction with and within the Mill Owner’s paperboard and pulp mill in Covington, Virginia, are being distributed from the Mill Owner to Ingevity. Following such distribution, Ingevity will operate the Carbon Plant.

B.          Concurrently with the execution of this Agreement, the Mill Owner is leasing the real property underlying the Carbon Plant to Ingevity pursuant to the Ground Lease (as hereinafter defined). Under the Ground Lease, each party also has certain specified ancillary rights to access and use the real property owned or leased by the other party. Under the Ground Lease, Ingevity also has an option to purchase the real property underlying the Carbon Plant and, if Ingevity purchases the real property underlying the Carbon Plant pursuant to this option, the ancillary rights provided by the Ground Lease will be converted into perpetual reciprocal easements for the benefit of Ingevity and the Mill Owner.

C.          The Carbon Plant is dependent upon the Mill Owner’s paperboard and pulp mill for certain essential services. The parties are entering into this Agreement to set forth their agreement with respect to the ongoing provision of services by the Mill Owner’s paperboard and pulp mill to Ingevity’s Carbon Plant.

NOW, THEREFORE, in consideration of the mutual covenants described in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, Ingevity and the Mill Owner agree as follows:

ARTICLE 1

DEFINITIONS

When used in this Agreement, the following terms shall have the meanings indicated:

“Affiliate” means, as to any Person, (a) any Subsidiary of such Person and (b) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “ control ” means the possession of the power to direct or cause the direction of management and policies of Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” has the meaning given that term in Section 13.1(a) .

“Asset Owner” has the meaning given that term in Section 5.2 .

“Average Fuel Cost” means the average fuel cost incurred by the Mill during the month to generate one MMBTU of steam, which shall be determined by: (A) aggregating the cost to the Mill Owner of the Fuel Type used by the Mill to produce steam during the month, but with the cost of the liquor from the pulp-making process used as a fuel in the recovery boilers being valued at zero for this purpose, and (B) dividing the result by the sum of: (x) the aggregate fuel value of all of the Fuel Types used by the Mill during the month, which shall be determined by multiplying the number of units of each

Fuel Type used by the Mill during the month by the Fuel Value Per Unit for that Fuel Type and adding together the products so determined, plus (y) the aggregate Energy Value of the 600 pound steam and the 1,500 pound steam generated by recovery boiler #1 and recovery boiler #2, respectively, during the month.

“Carbon Plant” means the carbon manufacturing facility, the adjacent carbon warehouse, the carbon research facility and offices, the former chipper house and board mill, the Sawdust Pile and any ancillary facilities, all of which are located on the Carbon Plant Real Property.

“Carbon Plant Real Property” means the real property on which the Carbon Plant is located, as more particularly described in the Ground Lease. As of the Effective Date, the Carbon Plant Real Property is leased by Ingevity from the Mill Owner pursuant to the Ground Lease; however, during the Term, the Carbon Plant Real Property may be purchased by Ingevity pursuant to the purchase option set forth in the Ground Lease.

“Claims” means any claims, liabilities, obligations, damages, causes of action, penalties, fines, judgments, forfeitures, losses, expenses (including but not limited to, reasonable attorneys’ fees, consultant’s fees, expert’s fees, and court costs) and costs.

“Clinic” has the meaning given that term in Section 3.7 .

“Closure” means a shutdown of the Mill in which none of the Major Equipment is being operated on a continuous basis during the applicable time period; provided, however, that a shutdown in connection with a Major Equipment Shutdown or a Cold Maintenance Shutdown shall not constitute a Closure.

“Co-located Continuous Assets” has the meaning given that term in Section 5.1 .

“Cold Maintenance Shutdown” means a planned shutdown of the Mill for maintenance and repairs (other than emergency maintenance or repairs resulting from a Force Majeure Event) in which steam is not being generated by the Mill.

“Conclusion of the Escalation Process” has the meaning given that term in Section 14.2(c) .

“Continuous Assets” means those assets, such as pipelines, pipe bridges, wires, cables, conveyors and other similar assets that are located partially on the Mill Property and partially on the Carbon Plant Real Property. Those Continuous Assets that are not Mill Owner Retained Assets are owned in part by the Mill Owner and in part by Ingevity, while those Continuous Assets that are Mill Owner Retained Assets are owned solely by the Mill Owner. In the case of Continuous Assets that are utilities serving the Carbon Plant and the Mill (such as the Filtered Water system, the Fire Water system, the wastewater system, the stormwater system and the Mill Electrical Distribution System, but excluding the natural gas line that will be constructed to directly connect the local natural gas utility to the Carbon Plant, which will be paid for and owned by Ingevity), the main distribution lines are owned by the Mill Owner and the dedicated lines connecting the main distribution line to the Carbon Plant, serving only the Carbon Plant, are owned by Ingevity. The Continuous Assets as of the Effective Date and the portions of each owned by each party are listed on Schedule 5.1 . Schedule 5.1 also indicates, as of the Effective Date, the Continuous Assets that are Mill Owner Retained Assets.

“Contract Manager” has the meaning given that term in Section 14.1(a) .

“Critical Services Equipment” has the meaning given that term in Section 8.3 .

“Cutover Date” has the meaning given that term in Section 3.8(e) .

“Default Rate” means a fixed rate equal to: (i) the three month London interbank offered rate (LIBOR) as of the date of determination, as reported in the Wall Street Journal Money Rate column (or, in the event the Wall Street Journal no longer is published, or no longer publishes such rate, such other similarly determined rate as the Mill Owner and Ingevity mutually agree), plus (ii) 5% per annum.

“DEQ” means the Virginia Department of Environmental Quality or any successor thereto.

“Direct Electric Purchase Arrangement” has the meaning given that term in Section 3.3(c).

“Disputes” has the meaning given that term in Section 14.2 .

“Effective Date” has the meaning given that term in the preamble to this Agreement.

“Emergency Response Plan” has the meaning given that term in Section 3.5(a)(vi) .

“Energy Value” means: (i) for recovery boiler #1, the number of MMBTU’s per 1,000 pounds of 600 pound steam generated in the boiler, which is 1.203, and (ii) for recovery boiler #2, the number of MMBTU’s per 1,000 pounds of 1,500 pound steam generated in the boiler, which is 1.168.

“Environmental Laws” shall mean all Laws relating to public health and safety, and pollution or protection of the environment, or that classify, regulate, call for the remediation of, require reporting with respect to, or list or define air, water, groundwater, solid waste, hazardous or toxic substances, materials, wastes, pollutants or contaminants; which regulate the presence, use, manufacture, generation, handling, labeling, testing, transport, treatment, storage, processing, discharge, disposal, release, threatened release, control, or cleanup of Hazardous Substances or materials containing Hazardous Substances; or which are intended to assure the protection, safety and good health of the public. “ Environmental Laws ” include all applicable Environmental Permits.

“Environmental Permits” means any licenses, permits, quotas, authorizations, consents, orders, franchises, filings or registrations, variances, exceptions, security clearances and other approvals from any Governmental Authority under Environmental Laws including, without limitation, those that are required to generate, store, handle, transport, discharge, emit or dispose of Hazardous Substances used or generated by the party.

“Escalation Process” has the meaning given that term in Section 14.2(a) .

“Excess Cost” has the meaning given that term in Section 3.1(c)(iii)(A) .

“Executive Management” has the meaning given that term in Section 14.2(c) .

“Expansion Warehouse” means the building located at the corner of North Roanoke Street and North Allegheny Avenue adjacent to the Mill’s wood office, which is the third-party managed warehouse owned by the Mill Owner and located on the Mill Property that is used by both the Mill Owner and Ingevity for receiving and temporary storage of equipment.

“Failure Hours” has the meaning given that term in Section 6.3(a) .

“Filtered Water” means water pumped from local waterways and filtered by the Mill.

“Fire/Emergency Services” has the meaning given that term in Section 3.5(a) .

“Fire Water” is pressurized Filtered Water for use in fighting fires that is supplied through a fire water system that services the Mill and the Carbon Plant.

“Force Majeure Event” means any cause, condition or event beyond the parties’ reasonable control that delays or prevents either party’s performance of its obligations hereunder, including war, acts of government, acts of public enemy, riots, civil strife, lightning, fires, explosions, storms, floods, power failures (including brown-outs, surges or other situations where the utility generates less than full power), other acts of God or nature, labor strikes or lockouts by either party’s employees, and other similar events or circumstances; provided, however, that adverse financial or market conditions shall not constitute a Force Majeure Event.

“Fuel Type” means coal, natural gas, #6 fuel oil, #2 fuel oil, bark or purchased biofuel.

“Fuel Value Per Unit” means, for each of the following fuel sources, the number of MMBTU’s per unit indicated:

“Governmental Authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, of any country or subdivision thereof, whether national, federal, state or local, or any agency or instrumentality thereof, or any court or arbitrator (public or private).

“Ground Lease” means the Ground Lease Agreement of even date herewith between the Mill Owner, as landlord, and Ingevity, as tenant, as the same may be amended from time to time in accordance with its terms, with respect to the lease of the ground underlying the Carbon Plant.

“Hazardous Substances” means any hazardous substance within the meaning of Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601(14) or any chemical, pollutant, contaminant, waste or otherwise toxic, hazardous, extremely hazardous or radioactive waste, including petroleum, petroleum derivatives, petroleum by-products or other hydrocarbons, asbestos containing materials and polychlorinated biphenyls that, in each case, is regulated under any applicable Environmental Law.

“Hazmat Team” has the meaning given that term in Section 3.5(a)(iii) .

“Hourly Charge” has the meaning given that term in Section 6.3(d) .

“Identified Courts” has the meaning given that term in Section 15.7 .

“Incipient Fire Brigade” has the meaning given that term in Section 3.5(a)(i) .

“Ingevity” has the meaning set forth in the preamble to this Agreement and includes any permitted successors as operator of the Carbon Plant.

“Ingevity Employee Ratio” means, as of a specified date, the number of all employees of Ingevity and its Affiliates employed at the Carbon Plant as of the preceding September 30 divided by the aggregate number of all employees of Ingevity and its Affiliates and the Mill Owner and its Affiliates employed at the Carbon Plant and at the Mill, respectively, as of the preceding September 30.

“Ingevity Fire/Emergency Services” has the meaning set forth in Section 3.5(a) .

“Ingevity Indemnified Parties” has the meaning given that term in Section 13.3 .

“Ingevity Natural Gas Utility Facilities” means any natural gas pipelines and related equipment owned by Ingevity (whether existing on the Effective Date or thereafter constructed at the expense of Ingevity pursuant to the Lease) that are located on the Mill Property.

“Interim Operation” has the meaning given that term in Section 8.3 .

“Interim Natural Gas Period” has the meaning given that term in Section 3.11(a).

“Joint Motor Pool Services” has the meaning given that term in Section 3.8(c) .

“Joint Storeroom Services” has the meaning given that term in Section 3.8(a) .

“Jointly Used Pipe Bridges” has the meaning given that term in Section 2.2 .

“Jointly Used Rail Facilities” means the rail system located within the Mill complex that is owned by the Mill Owner and serves the Mill and the Carbon Plant, consisting of the track running from the Mill gate to the #13 spur at the edge of the Carbon Plant Real Property and the designated railcar repair and cleaning track. The Jointly Used Rail Facilities do not include the portion of the #13 spur located on the Carbon Plant Real Property. The Jointly Used Rail Facilities also do not include the Repair Track Access Track.

“Law” means any national, federal, state or local law (including common law), statute, constitutional provision, code, ordinance, rule, regulation, opinion, interpretive guidance, directive, concession, order or other official requirement or guideline of any country or subdivision, authority, department or agency thereof.

“Law Change” has the meaning given that term in Section 10.3(c) .

“Losses” means any and all damages, liabilities, obligations, losses, penalties, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys’ fees and accountants’ fees incurred in the investigation or defense of any of the same or in enforcing any rights under this Agreement.

“Maintenance Standards” means, with respect to equipment, machinery and other related components, the applicable maintenance and operating standards listed on Schedule 1.2 or, if there is no applicable maintenance or operating standard listed on Schedule 1.2 , the applicable maintenance and operating standards being applied by the Mill or Ingevity, as the case may be, as of the Effective Date.

“Major Equipment” means the Wastewater Treatment Plant, the Electrical Distribution System, the Mill’s steam generation and distribution system serving the Carbon Plant and the Mill’s Filtered Water and Fire Water distribution systems serving the Carbon Plant.

“Major Equipment Shutdown” means a planned shutdown of any of the Major Equipment for maintenance and repairs (other than (i) emergency maintenance or repairs resulting from a Force Majeure Event, or (ii) as part of a Cold Mill Shutdown) or for economic reasons which, in either case, affects the Services provided to the Carbon Plant for more than 24 hours.

“Market Quality Sawdust” has the meaning given that term in Section 3.6(b) .

“Mill” means the Covington, Virginia paperboard mill and pulp owned as of the date of this Agreement by the Mill Owner. For clarity, the Mill does not include the Carbon Plant.

“Mill Electrical Distribution System” means the Mill’s electrical distribution system providing electric service to the Carbon Plant and the Mill. The Mill Electrical Distribution System does not include the dedicated line or lines serving only the Carbon Plant that connect the Mill Electrical Distribution System to the Carbon Plant, which are owned by Ingevity, as shown on Schedule 5.1 .

“Mill Indemnified Parties” has the meaning given that term in Section 13.2 .

“Mill Owner” has the meaning given that term in the preamble to this Agreement, and includes any permitted successors as operator of the Mill.

“Mill Owner Option Exercise Notice” has the meaning given that term in Section 8.1 .

“Mill Owner Option” has the meaning given that term in Section 8.1 .

“Mill Owner Option Assets” has the meaning given that term in Section 8.1 .

“Mill Owner Retained Assets” means: (i) any Continuous Assets that pass under, on or over the Carbon Plant Real Property and serve the Mill but do not also serve the Carbon Plant (which include, without limitation, certain pipe bridges, conveyors and pipelines), and (ii) the building used by the Mill Owner as a truck repair shop as of the Effective Date (sometimes referred to as the Auto Garage), subject to the right of Ingevity under the Ground Lease to expand the premises leased under the Ground Lease to include such building. The Mill Owner Retained Assets as of the Effective Date (other than the truck repair shop referred to in the preceding sentence) are listed on Schedule 5.1 .

“Mill Property” means the real property on which the Mill is located, excluding the Carbon Plant Real Property.

“MMBTU’s” means 1,000,000 British Thermal Units.

“Notice of Claim” has the meaning given that term in Section 13.4 .

“Operating Costs” has the meaning given that term in Section 6.8 .

“Operating Council” has the meaning given that term in Section 14.1(c) .

“Originating Party” has the meaning given that term in Section 6.7 .

“Party Wall” means the common, or party, structural wall between the former board mill building on the Carbon Plant Property and the hydropulper building on the Mill Property.

“Penalty Hours” has the meaning given that term in Section 6.3(b) .

“Permanent Closure of the Carbon Plant” means a shutdown of the Carbon Plant in which no products are being manufactured, processed or stored on a routine basis consistent with normal business practices for the Carbon Plant, if such shutdown has exceeded, or will exceed, one year in duration

“Permanent Closure of the Mill” means the Closure of the Mill, if such Closure has exceeded, or will exceed, one year in duration.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, representative office, branch, Governmental Authority or other similar entity, other than Mill Owner or Ingevity.

“Pinehurst Lot” has the meaning given that term in Section 3.12(a) .

“Plant Owner” has the meaning given that term in Section 5.2 .

“Proceeding” has the meaning given that term in Section 15.7 .

“Property” has the meaning given that term in Section 13.1(a) .

“Proportionate Share of Rail Usage” has the meaning given that term in Section 5.3(c) .

“Protected Information” has the meaning given that term in Section 15.1 .

“Recipient Party” has the meaning given that term in Section 6.7 .

“Repair Track Access Track” means the mainline track within the Mill Property between the #13 spur and the railcar repair and cleaning track (which Ingevity has the right to use for the movement of railcars to and from the railcar repair and cleaning track but is not part of the Jointly Used Rail Facilities).

“Rescue Squad” has the meaning given that term in Section 3.5(a)(v) .

“Review Process” has the meaning given that term in Section 14.1(d) .

“Sawdust Pile” means the sawdust stored at Ingevity’s sawdust storage and processing site on the Carbon Plant Real Property.

“Sawdust Procurement Services” has the meaning set forth in Section 3.6(a) .

“Security Services” has the meaning given that term in Section 3.5(b) .

“Service Level Failure” has the meaning given that term in Section 6.3(a) .

“Service Level Payments” has the meaning given that term in Section 6.3(c ).

“Services” means the services to be provided by the Mill Owner to Ingevity pursuant to Articles 3 , 4 and 5 and the services to be provided by Ingevity to the Mill Owner pursuant to Article 3 .

“Services Specifications” means, with respect to each Service, the technical standards and ranges of quantity, if any, applicable to such Service as set forth on Schedule 1.1 under the heading “ Services Specifications. ” The Services Specifications may be revised from time to time by the parties in writing pursuant to the Review Process so long as such revisions are not otherwise inconsistent with any provision of this Agreement, and Schedule 1.1 shall be updated by the parties to include any change to the Services Specifications agreed upon by the parties in writing pursuant to the Review Process. Schedule 1.1 as so updated from time to time shall be deemed to be a part of this Agreement.

“Steam Charge/MMBTU has the meaning given that term in Section 3.1(c) .

“Stormwater” means rainwater and non-process water collected on site at the Mill and the Carbon Plant. The Stormwater ultimately mixes with process discharge water before entering the Wastewater Treatment Plant.

“Structural Fire Brigade” has the meaning given that term in Section 3.5(a)(ii) .

“Supporting Information” has the meaning given that term in Section 6.5 .

“Surplus Sawdust” has the meaning given that term in Section 3.6(b) .

“Term” has the meaning given that term in Section 12.1 .

“Vehicle” means any land vehicle that is subject to any Virginia statutory motor vehicle insurance Law.

“Waiver” has the meaning given that term in Section 3.11(a) .

“Wastewater Remedy Payment” means a payment Ingevity is required to make pursuant to Section 6.1.3, Section 6.1.4 or Section 6.1.5 of the Wastewater Treatment Terms.

“Wastewater Treatment Plant” means the wastewater treatment plant at the Mill and associated equipment and piping (including, without limitation, the phosphate pre-treatment equipment conveyed by Ingevity to the Mill Owner and operated by the Mill Owner) used for the treatment of wastewater produced by the Mill and the Carbon Plant.

“Wastewater Treatment Services” means the Services to be provided by the Mill Owner to Ingevity pursuant to Section 4.1 and the Wastewater Treatment Terms.

“Wastewater Treatment Terms” has the meaning given that term in Section 4.1 .

ARTICLE 2

USE OF CERTAIN JOINT ASSETS

Section 2.1           Use of Jointly Used Rail Facilities .  The parties shall cooperate with respect to their respective use of the Jointly Used Rail Facilities and the Repair Track Access Track. The Mill Owner shall provide Ingevity and its contractors with access to, and use of: (i) the Jointly Used Rail Facilities for purposes of switching, railcar storage and providing railcar deliveries and shipments to and from the Carbon Plant, and (ii) the Repair Track Access Track for purposes of delivery of railcars to and retrieval of railcars from the railcar repair and cleaning track, in each case consistent with the Ground Lease and the day-to-day manner in which the Jointly Used Rail Facilities and the Repair Track Access Track were being used prior to the Effective Date. Each party shall be responsible for entering into its own freight and related contracts with the railroads servicing the facility and third party contractors who repair and clean railcars.

Section 2.2           Use of Jointly Used Pipe Bridges .  The Mill Owner shall permit Ingevity to use the pipe bridges and similar structures within the Mill that carry utilities transmission lines and pipelines through the Mill to the Carbon Plant (collectively, the “ Jointly Used Pipe Bridges ” ), consistent with the Ground Lease. The obligations of the parties with respect to the maintenance and repair of such pipe bridges, which are Mill Owner Retained Assets, shall be as provided in Article 5 .

ARTICLE 3

SERVICES AND CHARGES

Section 3.1           Steam .  (a) The Mill Owner shall supply all of Ingevity’s requirements of steam for the Carbon Plant in accordance with the Services Specifications; provided, that any increase in Ingevity’s requirements of steam for the Carbon Plant after the Effective Date does not: (i) exceed, on an annual basis, 100% of the metered usage of steam by the Carbon Plant during the first 12 full calendar months of the Term, (ii) require any capital expenditure by the Mill Owner, or (iii) require the Mill Owner to obtain any new Environmental Permit or any modification of an existing Environmental Permit. Except in the case of a Major Equipment Shutdown, a Cold Maintenance Shutdown or a Force Majeure Event, the Mill Owner shall not interrupt or reduce the steam service to the Carbon Plant. In the event of any interruption or reduction in steam service from the Mill for any purpose: (i) the Mill Owner shall not reduce the steam service to the Carbon Plant until after steam service to all users of steam at the Mill has been terminated, and (ii) the Mill Owner shall cooperate with Ingevity with respect to the substitution of steam from the Mill’s package steam plant or from a package steam plant to be obtained and operated by Ingevity. Following any interruption to its steam service to the Carbon Plant as a result of a Major Equipment Shutdown, a Cold Maintenance Shutdown or a Force Majeure Event, the Mill Owner shall have the right to restore service to the Mill before restoring service to the Carbon Plant, consistent with the practice prior to the Effective Date; however, the Mill Owner, in cooperation with Ingevity, shall restore service to the Carbon Plant as soon as is reasonbly practicable (and, in any event, within 24 hours) after restoration of such service to the Mill.

(b)          For steam supplied to the Carbon Plant by the Mill pursuant to Section 3.1(a) , Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying Ingevity’s actual metered usage of steam generated by the Mill during the month (expressed in MMBTU’s) multiplied by the Steam Charge/MMBTU for the month.

(c)          The “Steam Charge/MMBTU” for a month shall be the sum of the following amounts:

(i)          the Mill Owner’s aggregate Operating Costs for the month to generate steam (which, for purposes of clarity, shall not include all fuel costs), determined by adding the amounts accumulated for the month in the Mill Owner’s steam generation cost center accounts (Account No. 8010108350 (utility general), 8010108366 (power boiler #6), 8010108371 (power boiler #11), 8010108352 (scrubber system), 8010108321 (recovery boiler #1), 8010108322 (recovery boiler #2), 8010108353 (bark boiler handling), 8010108369 (power boiler #9), 8010108730 (power boiler #10) and 8010108361 (power boiler #1) or the future equivalent accounts) divided by 90% of the total number of MMBTU’s of steam generated by the Mill during the month (10% of such generated steam being the estimated distribution loss); plus

(ii)         the adjusted average fuel cost incurred by the Mill during the month to generate one MMBTU of steam, which shall be determined by: (A) aggregating the cost to the Mill Owner of the Fuel Types used by the Mill to produce steam during the month, but with the cost of the liquor from the pulp-making process used as a fuel in the recovery boilers being valued at zero for this purpose, and (B) dividing the result by 90% of the total number of MMBTU’s of steam generated by the Mill during the month (10% of such generated steam being the estimated distribution loss); plus

(iii)        a surcharge amount, if any, determined as follows: (A) calculate the amount, if any, by which the cost of natural gas to generate one MMBTU of steam for the month (determined by dividing the Mill Owner’s aggregate cost to purchase natural gas used to generate steam during the month by the aggregate fuel value of the natural gas, which is calculated by multiplying the Fuel Value Per Unit for natural gas multiplied by the number of million cubic feet

of natural gas used by the Mill to generate steam during the month) exceeds the sum of: (x) the Average Fuel Cost for the month, plus (y) $3.00 (the amount of such excess cost, if any, being referred to as the “Excess Cost” ), (B) multiply the Excess Cost, if any, by the aggregate fuel value of all of the Fuel Types used by the Mill during the month, which shall be determined by multiplying the number of units of each Fuel Type used by the Mill during the month by the Fuel Value Per Unit for that Fuel Type (but with the cost of the liquor from the pulp-making process used as a fuel in the recovery boilers being valued at zero for this purpose) and adding together the products so determined, and (C) divide the result determined in (B) by 90% of the total number of MMBTU’s of steam generated by the Mill during the month (10% of such generated steam being the estimated distribution loss).

A hypothetical calculation of the Steam Charge/MMBTU for a month is included in the hypothetical monthly invoice for February, 2016 attached as Schedule 6.4 .

(d)          In the event that the Mill Owner, acting as permitted by Section 12.2(a)(iii) , notifies Ingevity that the Mill Owner is terminating its obligation to provide steam pursuant to this Section 3.1 , the Mill Owner thereafter shall reasonably cooperate with Ingevity in Ingevity’s efforts to obtain any necessary Environmental Permits for the operation of a replacement steam generation and supply system for the Carbon Plant (including, without limitation, by providing available relevant historical data (such as actual emissions measurements necessary to develop an emissions baseline), participating in any required national ambient air quality standards modeling and attending meetings with Ingevity with the DEQ).

Section 3.2           Water .  (a) The Mill Owner shall supply to the Carbon Plant, in accordance with the Services Specifications, all of Ingevity’s requirements of: (i) Filtered Water, (ii) Fire Water, and (iii) potable water from the City of Covington or other local water utility solely to the extent such potable water is being provided from a line running through a Mill meter as of the Effective Date and subject to no material increase in Ingevity’s usage after the Effective Date. Ingevity shall supply to the Mill all of the Mill’s requirements of potable water from the City of Covington or other local water utility solely to the extent such potable water is being provided from a line running through a Carbon Plant meter as of the Effective Date and subject to no material increase in the Mill Owner’s usage after the Effective Date.

(b)          For Ingevity’s usage of Filtered Water supplied by the Mill pursuant to Section 3.2(a) , Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s aggregate Operating Costs for maintaining and repairing the Mill’s Filtered Water pumping station and for pumping and treating Filtered Water accumulated for the month in the Mill Owner’s water treatment cost center account (Account No. 8010108351 or the future equivalent account) by a fraction, the numerator of which is the Carbon Plant’s metered usage of Filtered Water for the month and the denominator of which is the total usage of Filtered Water by the Mill and the Carbon Plant for the month. Neither Ingevity nor the Mill Owner shall be required to pay the other for potable water provided by the other pursuant to Section 3.2(a) . Ingevity shall not be required to pay the Mill Owner for Fire Water supplied by the Mill Owner; however, for each maintenance or repair activity (specific work order) undertaken by the Mill Owner with respect to the Fire Water delivery system serving both the Mill and the Carbon Plant, Ingevity shall pay the Mill Owner an amount determined by multiplying the Mill Owner’s Operating Costs for such maintenance or repair activity by a fraction, the numerator of which is the number of acres in the Carbon Plant Real Property and the denominator of which is the aggregate number of acres in the Carbon Plant Real Property and the portion of the Mill Property inside the security fence.

Section 3.3           Electricity .  (a) The Mill Owner, as landlord under the Ground Lease, shall supply all of the requirements of the Carbon Plant for 60 Hz electricity, in accordance with the Services Specifications and in a manner consistent with the manner in which the Mill Owner provided electricity to the Carbon Plant prior to the Effective Date. Such 60 Hz electricity shall be supplied from electricity

purchased by the Mill from the local electric utility. The Mill Owner shall maintain appropriate meters in accordance with applicable Law to measure the electricity provided to Ingevity pursuant to this Agreement. The electricity provided to Ingevity by the Mill Owner pursuant to this Agreement shall be used by Ingevity only for the operation of the Carbon Plant and related facilities and cannot be resold (other than to an Affiliate of Ingevity, but only if such sale to an Affiliate does not violate applicable Law). The Mill Owner’s obligation to supply electricity to the Carbon Plant pursuant to this Section 3.3(a) shall cease in the event: (i)  the Mill Owner no longer is leasing the Carbon Plant Real Property to Ingevity, (ii) Ingevity breaches its obligation set forth in the preceding sentence to use electricity supplied by the Mill only for the operation of the Carbon Plant and related facilities, (ii) Ingevity sells any of the electricity provided by the Mill Owner (other than to an Affiliate of Ingevity, but only if such sale to an Affiliate does not violate applicable Law), or (iii) Ingevity obtains its requirements for electricity from a source other than the Mill.

(b)          For electricity supplied by the Mill Owner to the Carbon Plant pursuant to Section 3.3(a) , Ingevity shall pay the Mill Owner on a monthly basis an aggregate amount determined by multiplying the Carbon Plant’s actual metered usage of electricity supplied by the Mill during the month by a rate that is determined by dividing the Mill Owner’s total purchased electricity cost for the billing month by the amount of electricity (in kilowatt hours) purchased by the Mill Owner during the billing month.

(c)          If after the Effective Date the local electric utility serving the Mill and the Carbon Plant approves an arrangement under which each of the Mill Owner and Ingevity may purchase its own electricity directly, using a jointly owned electric distribution system to supply the electricity from the lines of the utility to the Carbon Plant without subjecting the Mill Owner to any additional regulation under federal or state law (a “Direct Electric Purchase Arrangement” ), Ingevity may elect to convert the Services described under Section 3.3(a) to a Direct Electric Purchase Arrangement by giving at least six months prior written notice of such election to the Mill Owner. If Ingevity elects to convert such Services to a Direct Electric Purchase Arrangement, Ingevity shall provide to the Mill Owner prior to conversion to the Direct Electric Purchase Arrangement assurances reasonably acceptable to the Mill Owner that the Mill Owner will not become subject to any additional regulation under federal or state Law by reason of converting such Services to a Direct Electric Purchase Arrangement. If Ingevity has satisfied the requirement set forth in the preceding sentence and if Ingevity is not then in default under any of its obligations under this Agreement or the Ground Lease, then effective on the date that is six months after Ingevity gave notice of the election to convert to a Direct Electric Purchase Arrangement (or on such other date as Ingevity and the Mill Owner may agree): (i) the Mill Owner shall expand the property leased to Ingevity pursuant to the Ground Lease to include or, if Ingevity has purchased the Carbon Plant Property, shall convey to Ingevity, an undivided fractional interest in the Mill Electrical Distribution System (with such fraction determined by dividing the Carbon Plant’s aggregate usage of electricity over the last 12 full months ending prior to the conversion by the aggregate usage of electricity by the Carbon Plant and the Mill of electricity supplied through the Mill Electrical Distribution System during the same 12 month period), (ii) the obligation of the Mill Owner to supply electricity to Ingevity (but not the obligation to maintain appropriate meters) pursuant to Section 3.3(a) shall cease, (iii) Ingevity shall have the right to use the jointly owned Mill Electrical Distribution System to transport electricity purchased by Ingevity from the local utility to the Carbon Plant consistent with its ownership interest in such system, and (iv) the obligation of the Mill Owner to maintain and repair the Mill Electrical Distribution System as provided in Section 5.3(a) shall continue notwithstanding the joint ownership of such system; however, Ingevity shall pay to the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) undertaken by the Mill Owner during the month with respect to the Mill Electrical Distribution System by a percentage equal to Ingevity’s undivided fractional interest in the Mill Electrical Distribution System.

Section 3.4           Compressed Air .  (a) The Mill Owner shall supply all of Ingevity’s requirements of compressed air for the Carbon Plant in accordance with the Services Specifications, as available from the Mill and consistent with the practice prior to the Effective Date.

(b)          For compressed air supplied by the Mill pursuant to Section 3.4(a) , Ingevity shall pay to the Mill Owner on a monthly basis an amount determined by multiplying Ingevity’s metered usage of compressed air supplied by the Mill Owner by an industry average cost per 1,000 cubic feet of compressed air, as determined annually by the Operating Council. As of the Effective Date, the agreed upon industry average cost of compressed air is $0.25/1,000 cubic feet. Notwithstanding the foregoing, if in the future the Mill Owner separately tracks its Operating Costs to generate compressed air for the Mill and the Carbon Plant, the monthly amount payable by Ingevity for compressed air supplied by the Mill Owner pursuant to Section 3.4(a) shall be calculated by multiplying such Operating Costs for the month by a fraction, the numerator of which is the metered number of cubic feet of compressed air used by the Carbon Plant during the month and the denominator of which is the total number of cubic feet of compressed air used by the Carbon Plant and the Mill during the month.

Section 3.5           Fire and Emergency Services; Security Services .  (a) The parties shall cooperate in the provision of fire, hazmat and other emergency services in the following manner (the Services to be provided to Ingevity by the Mill Owner pursuant to this Section 3.5(a) are referred to as the “Fire/Emergency Services , ” and the assistance to be provided by Ingevity to the Mill Owner in providing the Fire/Emergency Services pursuant to this Section 3.5(a) are referred to as the “Ingevity Fire/Emergency Services” ):

(i)          The Mill Owner and Ingevity shall jointly maintain an incipient fire brigade (the “Incipient Fire Brigade” ) reasonably sufficient to fight fires in the Mill and the Carbon Plant in street clothing using fire extinguishers or 1 1/2 inch fire hoses to control or extinguish the fire when heavy smoke is not threatening employees of the Mill or the Carbon Plant. The Incipient Fire Brigade shall include all 24-hour shift (tour) maintenance employees of the Mill and all 24-hour shift (tour) maintenance employees of the Carbon Plant and may include volunteers from among the other employees of the Mill and the Carbon Plant.

(ii)         The Mill Owner shall maintain a structural fire brigade reasonably sufficient to fight interior and exterior structural fires at the Mill and the Carbon Plant (the “Structural Fire Brigade” ), which shall consist of employees who can meet prescribed physical demand assessments (with an annual physical), wear structural firefighting clothing (bunker gear) and self-contained breathing apparatus and are trained to fight such fires. Ingevity may, but shall not be required to, provide qualified employees to serve on the Structural Fire Brigade.

(iii)        The Mill Owner shall maintain a hazardous materials response team (the “Hazmat Team” ), reasonably sufficient to respond to releases of toxic and hazardous materials at the Mill and the Carbon Plant. The Hazmat Team shall consist of employees who can meet prescribed physical demand assessments (with an annual physical), wear structural firefighting clothing (bunker gear), Level B flash suits and Level A fully encapsulating suits and are trained in hazardous materials awareness, hazardous materials operations and other appropriate skills. Ingevity shall provide at least one qualified employee to serve on the Hazmat Team.

(iv)        Except as otherwise provided in Section 3.2 with respect to maintenance of the Fire Water system and in Section 3.5(b) with respect to the fire detection monitoring and alarm system, each party shall be responsible for maintaining the fire and emergency equipment located on its property (including, without limitation, hoses, hydrants, valves, sprinklers and fire detection devices). The Mill Owner shall be responsible for purchasing and maintaining all mobile fire and emergency equipment. The Mill Owner’s security personnel shall monthly

inspect all fire and emergency equipment located at the Carbon Plant and, in the case of all such equipment which Ingevity is responsible for maintaining as provided in the first sentence of this Section 3.5(a)(iv) , issue to Ingevity a list of items that Ingevity shall be required to repair or replace, at Ingevity’s expense.

(v)         As of the Effective Date, the volunteer rescue squad operating in the Mill and the Carbon Plant (the “Rescue Squad” ) is independent of the Mill Owner and Ingevity and operates both in and outside of the Mill and the Carbon Plant but is funded by the Mill Owner. At the election of the Mill Owner, the Mill Owner may contract with another provider for Rescue Squad services for the Mill and the Carbon Plant.

(vi)        Following the Effective Date, the Mill Owner and Ingevity shall continue to administer the agreed upon joint emergency response plan (the “Emergency Response Plan” ), which shall supplement the provisions of this Section 3.5(a) with respect to the Fire/Emergency Services and the other matters set forth in this Section 3.5(a) and each party’s disaster recovery plan. The Emergency Response Plan shall be subject to revision through the Review Process. The Mill Owner and Ingevity shall act in accordance with the Emergency Response Plan.

(b)          The Mill Owner shall provide to Ingevity physical security services, including operation and maintenance of the combined gate and badge security, perimeter fencing, fire detection monitoring and emergency evacuation systems covering both the Mill and the Carbon Plant (which may include imposing reasonable and appropriate restrictions on the Carbon Plant’s personnel and contractors, to the extent required to meet security obligations imposed on the Mill by the Department of Homeland Security or other requirements of Law) (collectively, the “Security Services” ) in a manner consistent with the manner in which the Security Services were being provided prior to the Effective Date.

(c)          Except as provided in this Section 3.5(c) , Ingevity shall not be obligated to pay or reimburse the Mill Owner for providing the Fire/Emergency Services, and the Mill Owner shall not be obligated to pay or reimburse Ingevity for providing the Ingevity Fire/Emergency Services. For the services of the Rescue Squad pursuant to Section 3.5(a)(v) , Ingevity shall reimburse the Mill Owner on a monthly basis for a portion of the cost to support the independent Rescue Squad (or any replacement) determined by multiplying the aggregate Operating Costs paid by the Mill Owner to support the Rescue Squad (or any replacement) as accumulated for the month in the Mill Owner’s rescue squad cost center account (Account No. 8010109112 or the future equivalent account) by the Ingevity Employee Ratio.

(d)          For the Security Services provided by the Mill Owner pursuant to Section 3.5(b) , Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s aggregate Operating Costs to provide the Security Services accumulated for the month in the Mill Owner’s security and fire protection cost center account (Account No. 8010109111 or the equivalent future account) by the Ingevity Employee Ratio.

(e)          Neither Ingevity nor the Mill Owner shall be obligated to pay the other any employee costs with respect to employees of the other responding to any incident at the Carbon Plant or the Mill, respectively, as part of or in connection with the Incipient Fire Brigade, the Structural Fire Brigade or the Hazmat Team.

Section 3.6           Sawdust Procurement Services .  (a) The Mill Owner shall act as Ingevity’s agent to purchase and pay for sawdust that meets the specifications identified from time to time by Ingevity and to arrange for delivery of the purchased sawdust to the Mill (in accordance with a delivery planning schedule approved by Ingevity) (collectively, the “Sawdust Procurement Services” ).

(b)          The Mill Owner shall not remove sawdust from the Sawdust Pile without Ingevity’s prior written consent; however, the Mill Owner may remove excess (as determined by Ingevity) sawdust or

sawdust that does not comply with Ingevity’s specifications in reasonable quantities for use as fuel ( “Surplus Sawdust” ). The Mill Owner shall pay for any sawdust removed from the Sawdust Pile with Ingevity’s consent that is not Surplus Sawdust ( “Market Quality Sawdust” ) and any Surplus Sawdust removed from the Sawdust Pile in accordance with Section 6.4(b) .

(c)          For the Sawdust Procurement Services provided by the Mill Owner pursuant to Section 3.6(a) , Ingevity shall pay the Mill Owner on a monthly basis the sum of: (i) one-twelfth of the budgeted cost for the year (as set forth in the annual budget produced by the Mill Owner for its wood procurement group) for the salary, benefits for a full-time equivalent employee in the wood procurement group multiplied by the number of full-time equivalent employee(s) of the Mill Owner engaged in providing the Sawdust Procurement Services during the year, as determined annually by the Operating Council (as of the Effective Date, the agreed upon number of full-time equivalent employees of the Mill Owner engaged in providing the Sawdust Procurement Services in 2015 was 1.625, which was calculated as set forth in Schedule 3.6 ), (ii) the budgeted cost for the year (as set forth in the annual budget produced by the Mill Owner for its wood procurement group) for direct travel and entertainment expenses to be incurred by the Mill Owner’s employee(s) in providing the Sawdust Procurement Services, divided by twelve, and (iii) the amount paid by the Mill Owner during the month to third party vendors for the purchase and delivery of sawdust for Ingevity.

(d)          The Mill Owner shall pay Ingevity for sawdust removed from Ingevity’s Sawdust Pile as follows: (i) for Market Quality Sawdust, the Mill Owner shall pay the current average price per ton paid by the Mill Owner during the month to purchase sawdust and have it delivered to the Sawdust Pile (including the cost of the Sawdust Procurement Services paid or to be paid by Ingevity), and (ii) for Surplus Sawdust, the Mill Owner shall pay the price agreed upon in writing by the Mill Owner and Ingevity from time to time as the then cost of the Mill’s “ own made bark ” (which is $5.04 per ton as of the Effective Date).

Section 3.7           Medical Services .  (a) The Mill Owner shall provide access to and use of the Mill’s medical clinic (the “Clinic” ) for the provision of medical services to the employees of Ingevity by a medical service provider selected by the Mill Owner to operate the clinic, but separately engaged by Ingevity. Such access and use shall be consistent with the access and use of the Clinic by Ingevity’s employees prior to the Effective Date; provided, however, that the Mill Owner may require Ingevity’s employees to use the main gate of the Mill to access the Clinic absent a medical emergency.

(b)          For access to and use of the Clinic building pursuant to Section 3.7(a) , Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s aggregate Operating Costs to operate the Clinic accumulated for the month in the Mill Owner’s medical cost center account (Account No. 8010109110 or the future equivalent account), less any such Operating Costs included in such cost center with respect to any payment to the third party provider of medical services at the Clinic to the Mill Owner’s employees, by the Ingevity Employee Ratio.

Section 3.8           Joint Storeroom and Motor Pool Services .  (a) The Mill Owner shall continue after the Effective Date to operate the joint storeroom located at the Mill (including providing pump shop services) and to provide access to authorized employees of the Carbon Plant in a manner consistent with the manner in which the joint storeroom was operated prior to the Effective Date (the “Joint Storeroom Services” ). In providing the Joint Storeroom Services, the Mill Owner’s storeroom personnel shall order (through Ingevity’s enterprise software system, with payment to be made by Ingevity), receive and store Ingevity’s stores, keep records of the receipt and disbursement of Ingevity’s stores and provide security for the joint storeroom.

(b)          For the Joint Storeroom Services provided by the Mill Owner pursuant to Section 3.8(a) , Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying the Mill

Owner’s aggregate Operating Costs accumulated for the month in the Mill Owner’s storeroom cost center account (Account No. 8010109641 or the future equivalent account) by a fraction, the numerator of which is the average number of square feet of the joint storeroom used to warehouse Ingevity’s stores and the denominator of which is the aggregate number of square feet of the joint storeroom used to warehouse stores for Ingevity and the Mill Owner, collectively. If the Mill Owner elects to contract with a third party to provide the Joint Storeroom Services as provided in Section 3.8(c) and Ingevity elects to participate, instead of a payment calculated as provided in the preceding sentence, Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying one-twelfth of the annual aggregate invoice amount (excluding any stores purchased) paid by the Mill Owner to the third party contractor for providing the Joint Storeroom Services by a fraction, the numerator of which is the average number of square feet of the third party joint storeroom space used to warehouse Ingevity’s stores and the denominator of which is the aggregate number of square feet of the third party joint storeroom space used to warehouse stores for Ingevity and the Mill Owner, collectively. In each case, each party shall pay for its own stores and other materials stored in the joint storeroom.

(c)          The Mill Owner shall continue after the Effective Date to operate the joint electric motor pool located at the Mill and to provide access to authorized employees of the Carbon Plant in a manner consistent with the manner in which the joint electric motor pool was operated prior to the Effective Date, including providing access to authorized Ingevity employees after hours through the Mill Owner’s security staff (the “Joint Motor Pool Services” ). In providing the Joint Motor Pool Services, the Mill Owner shall maintain, repair and inventory electric motors consistent with current practice as of the Effective Date. The Mill Owner shall check out motors (electrically) and make them available to Ingevity as requested.

(d)          For the Joint Motor Pool Services provided by the Mill Owner pursuant to Section 3.8(c) , Ingevity shall pay the Mill Owner on a monthly basis an amount equal to: (i) one-twelfth of the budgeted cost for the year (as set forth in the annual budget provided by the Mill Owner) for the salary and benefits for one full-time equivalent employee of the Mill Owner engaged in providing the Joint Motor Pool Services multiplied by a fraction, the numerator of which is the number of Ingevity’s motors in the joint motor pool and the denominator of which is the total number of all motors in the joint motor pool, all as determined annually by the Operating Council (as of the Effective Date, the agreed upon amount is $500 per month), plus (ii) for joint use electric motors withdrawn by Ingevity from the joint motor pool, Mill Owner’s average cost to repair or, in the sole discretion of the Mill Owner, replace joint use electric motors which shall be invoiced by the Mill Owner on a line item basis in the Mill Owner’s monthly invoice delivered pursuant to Section 6.4 for the month in which the joint use motors are withdrawn by Ingevity. Repairs to and replacements of motors used exclusively by Ingevity shall be charged directly to Ingevity by the third party repair service repairing and/or replacing such motors. If the Mill Owner elects to contract with a third party to provide the Joint Motor Pool Services as provided in Section 3.8(c) and Ingevity elects to participate, instead of a payment calculated as provided in the preceding sentence, Ingevity shall pay the Mill Owner on a monthly basis an amount determined by multiplying one-twelfth of the annual aggregate invoice amount paid by the Mill Owner to the third party contractor for providing the Joint Motor Pool Services (excluding any motors purchased) by a fraction, the numerator of which is the number of Ingevity’s motors in the Joint Motor Pool and the denominator of which is the total number of all motors in the Joint Motor Pool, as determined annually by the Operating Council.

(e)          Upon not less than six months prior written notice by the Mill Owner to Ingevity, the Mill Owner may elect to contract with one or more third parties to provide the Joint Storeroom Services and/or the Joint Motor Pool Services (the date specified in such notice by the Mill Owner as the date on which such a third party contract or contracts will become effective is referred to as the “Cutover Date” ). Ingevity shall have the option, which must be exercised by giving written notice to the Mill Owner given not less than two months prior to the Cutover Date, of electing not to participate jointly with the Mill Owner in such contracted Joint Storeroom Services and/or Joint Motor Pool Services. Unless Ingevity so elects not to participate, the Mill Owner shall cause its third party contractor to provide the Joint Storeroom Services and/or Joint Motor Pool Services jointly on an equal basis to the Mill Owner and Ingevity, in a manner consistent with Section 3.8(a) and Section 3.8(c) , respectively, and effective as of

the Cutover Date. If Ingevity elects not to participate jointly with the Mill Owner in such contracted services, the Mill Owner’s obligation to provide the Joint Storeroom Services and/or the Joint Motor Pool Services, as the case may be, under Section 3.8(a) and/or Section 3.8(c) , respectively, shall terminate effective as of the Cutover Date.

Section 3.9            Use of Expansion Warehouse .  (a) Ingevity shall have access to and the right to use the Expansion Warehouse (which as of the Effective Date is operated by a third party under contract with the Mill Owner) on an approximately equal basis with the Mill Owner. Ingevity and the Mill Owner shall reasonably cooperate with each other and the operator of the Expansion Warehouse in the scheduling and use of the Expansion Warehouse. The Mill Owner shall have the sole right to select the operator of the Expansion Warehouse and to negotiate from time to time the form of agreement with the third party operator of the Expansion Warehouse; provided, however, that: (i) Ingevity shall have the right to approve any material change in the scope of any such agreement, and (ii) the Mill Owner and Ingevity each shall enter into an agreement in such form directly with the third party operator.

(b)          For use of the Expansion Warehouse, as provided in Section 3.9(a) , Ingevity and the Mill Owner each shall directly pay the third party operator of the Expansion Warehouse 50% of the aggregate annual invoice amounts payable to the third party operator of the Expansion Warehouse. In addition, Ingevity shall reimburse the Mill Owner for 50% of the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) undertaken by the Mill Owner with respect to the Expansion Warehouse.

Section 3.10         Other Services . (a) The Mill Owner shall provide to Ingevity, without charge, the following additional Services in a manner consistent with the manner in which such Services were being provided prior to the Effective Date:

(i)          access to and use of the training room in the Mill’s fire house;

(ii)         access to and use of the Mill’s truck scales (including the weighing of purchased sawdust); and

(iii)        use of voice and data network transmission lines within the Mill.

(b)          Ingevity shall provide to the Mill Owner, without charge, use of voice and data network transmission lines within the Carbon Plant in a manner consistent with the manner in which such use was being provided prior to the Effective Date.

Section 3.11         Interim Supply of Natural Gas .  (a) During the period from the Effective Date until completion of the construction, at Ingevity’s expense, of a direct pipeline connecting the Carbon Plant to the pipeline of the local natural gas utility (the “Interim Natural Gas Period” ), the Mill Owner shall supply the Carbon Plant with natural gas for the operation of the Carbon Plant, in accordance with any limitations or requirements imposed by Virginia Law or as a condition to the waiver from regulation as a public utility granted by the Commonwealth of Virginia State Corporation Commission (the “Waiver” ) prior to the Effective Date.

(b)          During the Interim Natural Gas Period, natural gas purchased by the Mill Owner for Ingevity and pipeline capacity for the transportation of that natural gas to the Mill for delivery to the Carbon Plant shall be allotted to, and paid for by, Ingevity in accordance with provisions of Schedule 3.11 .

(c)          Following the end of the Interim Period, the provisions of Schedule 3.11 shall govern the rights and obligations of Ingevity with respect to its access to certain natural gas transportation capacity held by the Mill Owner or an Affiliate.

Section 3.12         Use of Pinehurst Lot .  (a) As of the Effective Date, the Mill Owner was leasing from Pounding Mill Inc. two parcels of real property in Covington, Virginia known as the Pinehurst Lot (the “Pinehurst Lot” ) for use for storage and as a shuttle yard for trucks serving the Mill and the Carbon Plant. Following the Effective Date, the Mill Owner shall continue to provide Ingevity and its contractors with access to and the right to use a portion of the Pinehurst Lot (space for 20 trucks) as a shuttle yard for trucks serving the Carbon Plant consistent with the portion of the property that was being used, and consistent with the manner in which it was being used, by the Carbon Plant as of the Effective Date. Ingevity shall contract for shuttle services using the Pinehurst Lot with the same firm used by the Mill Owner for such services. The Mill Owner shall notify Ingevity in advance if the Mill Owner’s lease of the Pinehurst Lot will be terminating, and Ingevity’s right to use any portion of the Pinehurst Lot shall terminate upon the termination of the Mill Owner’s lease of the Pinehurst Lot.

(b)          For use of the Pinehurst Lot, as provided in Section 3.12(a) , Ingevity shall pay the Mill Owner, on a monthly basis, an amount equal to the monthly rent paid by the Mill Owner under the Mill Owner’s lease of the Pinehurst Lot multiplied by a fraction, the numerator of which is the amount of space on the Pinehurst Lot used by Ingevity and the denominator of which is the total amount of space on the Pinehurst Lot (as of the date of this Agreement, the fraction is 1/10).

ARTICLE 4

WASTEWATER TREATMENT

Section 4.1           Treatment and Monitoring of the Wastewater Streams .  The Mill Owner shall treat the wastewater and Stormwater produced by the Carbon Plant at the Wastewater Treatment Plant (including phosphate pre-treatment) as provided in, and subject to the obligations, requirements and restrictions of Ingevity set forth in, Schedule 4.1 (the “Wastewater Treatment Terms” ), which are incorporated into and made a part of this Agreement.

ARTICLE 5

MAINTENANCE OF CONTINUOUS AND JOINTLY USED ASSETS

Section 5.1           Ownership of Continuous Assets .  As of the Effective Date, ownership of the Continuous Assets (other than the Mill Owner Retained Assets, which are owned solely by the Mill Owner) was divided between the Mill Owner and Ingevity at the points indicated on Schedule 5.1 , with the result that one party may own a portion of Continuous Assets physically located on real property owned or leased by the other party (the “Co-located Continuous Assets” ). The Ground Lease governs certain rights of the parties with respect to the location, use and maintenance of, access to and responsibility for the Co-located Continuous Assets.

Section 5.2           Repair and Maintenance of the Continuous Assets .  Unless the parties otherwise agree in writing, a party that owns Co-located Continuous Assets (the “Asset Owner” ) shall maintain and repair such Co-located Continuous Assets in accordance with the Maintenance Standards regardless of whether such Co-located Continuous Assets are located on real property owned or leased by the Asset Owner or on real property owned or leased by the other party (the “Plant Owner” ). The Asset Owner shall have the right to access, inspect and maintain its Co-located Continuous Assets located on the Plant

Owner’s property pursuant to the Ground Lease. Notwithstanding the foregoing, this Section 5.2 shall not apply to the jointly owned Mill Electric Distribution System if the Direct Electric Purchase Arrangement becomes effective.

Section 5.3           Repair and Maintenance of Certain Jointly Used and Other Assets .  (a) Notwithstanding Section 5.2 , the Mill Owner shall maintain and repair the Jointly Used Rail Facilities, the Mill Electrical Distribution System (whether or not the Direct Purchase Arrangement becomes effective), the Mill Owner Retained Assets (including, without limitation, the Jointly Used Pipe Bridges), the Repair Track Access Track, the training room in the Mill’s fire house, the Mill’s truck scales, the Ingevity Natural Gas Utility Facilities, the gas lines used to supply natural gas to the Carbon Plant on an interim basis pursuant to Section 3.11 , the Party Wall and the phosphate pre-treatment equipment that is part of the Wastewater Treatment Plant, in each such case in all material respects in accordance with the Maintenance Standards.

(b)          For the repair and maintenance of the Jointly Used Rail Facilities pursuant to Section 5.3(a) , Ingevity shall pay to the Mill Owner on a monthly basis: (i) an amount determined by multiplying the Mill Owner’s monthly Operating Costs for each track inspection activity (specific work order) undertaken by the Mill Owner with respect to the Jointly Used Rail Facilities during the month by Ingevity’s Proportionate Share of Rail Usage, plus (ii) for each maintenance or repair activity with respect to the Jointly Used Rail Facilities (specific work order) undertaken by the Mill Owner during such month an additional amount determined by multiplying the Mill Owner’s Operating Costs for such maintenance or repair by a fraction, the numerator of which is the number of inbound rail cars moved over the Jointly Used Rail Facilities to the Carbon Plant during the month and the denominator of which is the total number of inbound rail cars moved over the Jointly Owned Rail Facilities (including those moved to the Carbon Plant) during the month. There shall be no charge to Ingevity for use of the Repair Track Access Track.

(c)          Ingevity’s “Proportionate Share of Rail Usage” shall be a percentage determined by dividing the number of feet of track in the Jointly Used Rail Facilities by the aggregate number of feet of railroad track on the Mill Property (for clarity, including the Jointly Used Rail Facilities but excluding the track on the Carbon Plant Property) and multiplying the result by a fraction, the numerator of which is the number of inbound rail cars moved over the Joint Owned Rail Facilities to the Carbon Plant during the month and the denominator of which is the total number of inbound rail cars moved over the Jointly Owned Rail Facilities (including those moved to the Carbon Plant) during the month.

(d)          For Ingevity’s use of the Jointly Used Pipe Bridges to carry pipes and conduit owned by Ingevity (individually or in common with the Mill Owner), Ingevity shall pay to the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) undertaken by the Mill Owner with respect to the Jointly Used Pipe Bridges by a fraction, the numerator of which is the number of square inches of Ingevity’s pipes and conduits carried by the Jointly Used Pipe Bridges during the month, if any, and the denominator of which is the total number of square inches of pipes and conduits carried by the Jointly Used Pipe Bridges.

(e)          For the repair and maintenance pursuant to Section 5.3(a) of the Mill Owner’s natural gas lines used to supply natural gas to the Carbon Plant on an interim basis pursuant to Section 3.11 , Ingevity shall pay the Mill Owner on a monthly basis an aggregate amount determined by multiplying the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) with respect to such natural gas lines, if any, during the month by a fraction, the numerator of which is the quantity of all natural gas used by Ingevity during the most recent month for which a bill is available and the denominator of which is the aggregate quantity of natural gas used by the Mill Owner and Ingevity during the most recent month for which a bill is available. For the repair and maintenance pursuant to

Section 5.3(a) of the Ingevity Natural Gas Utility Facilities (including any gas lines constructed at the expense of Ingevity after the Effective Date on the Mill Property pursuant to the Lease), Ingevity shall pay the Mill Owner on a monthly basis an aggregate amount equal to the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) with respect to the Ingevity Natural Gas Utility Facilities.

(f)           For the repair and maintenance of the Party Wall, Ingevity shall pay to the Mill Owner on a monthly basis an amount equal to 50% of the Mill Owner’s Operating Costs for each maintenance or repair activity (specific work order) undertaken by the Mill Owner during the month with respect to the Party Wall.

(g)          Except as otherwise expressly provided in this Agreement, there shall be no other charge to Ingevity for the other maintenance and repair services provided by the Mill Owner pursuant to Section 5.3 .

Section 5.4           Repair and Maintenance of Roads and Parking Areas .  (a) Each Plant Owner shall maintain in good order and repair as necessary those roadways (including bridges) located on the real property owned or leased by the Plant Owner which the other party has the right to use under the Ground Lease and this Agreement, at the Plant Owner’s expense. The Mill Owner shall: (i) maintain in good order and repair as necessary all parking lots on the Carbon Plant Real Property and, to the extent Ingevity is entitled to use them under the Ground Lease, parking lots on the Mill Property, and (ii) provide snow plowing and snow removal for: (x) the parking lots on the Mill Property which Ingevity is entitled to use under the Ground Lease, (y) the roadways on the Mill Property which Ingevity is entitled to use under the Ground Lease, and (z) the parking lots and roadways on the Carbon Plant Real Property.

(b)          For the parking lot maintenance and repair work and snow removal conducted by the Mill Owner pursuant to Section 5.4(a) , Ingevity shall pay to the Mill Owner on a monthly basis an amount determined by multiplying the Mill Owner’s Operating Costs for each parking lot maintenance, repair or snow removal activity (specific work order) undertaken by the Mill Owner pursuant to Section 5.4(a) during the month, if any, by the Ingevity Employee Ratio.

ARTICLE 6

ADDITIONAL PROVISIONS WITH RESPECT TO CHARGES

Section 6.1           General .  Except as otherwise expressly provided in this Agreement, the provisions of this Article 6 shall apply to all charges payable under this Agreement pursuant to Article 3 , Article 5 and the Wastewater Treatment Terms.

Section 6.2           Adjustments Based on Extraordinary Changes .  Notwithstanding any other provision of this Article 6, if in any calendar year the Mill Owner or Ingevity can demonstrate that the Mill Owner’s actual Operating Costs during the calendar year in providing any Service to Ingevity varied (up or down) from the portion of the Mill Owner’s Operating Costs associated with such Service that are paid by Ingevity as provided in Article 3 , Article 5 or the Wastewater Treatment Terms for the calendar year by more than 5% as a result of a change in usage by Ingevity or for another reason related to Ingevity, Ingevity shall reimburse the Mill Owner for the amount by which such actual Operating Costs attributable to Ingevity exceeded the aggregate monthly fee for the calendar year determined as provided in such Article, or the Mill Owner shall reimburse Ingevity for the amount by which such actual Operating Costs attributable to Ingevity were less than the aggregate monthly fee for the calendar year determined as provided in such Article.

Section 6.3           Service Level Failures .  (a)  “ Failure Hours ” shall be the number of hours (rounded, for each incident, up or down to the nearest whole hour) in a calendar month during which Ingevity’s carbon manufacturing operations at the Carbon Plant are not operating due to the failure of the

Mill Owner to provide Services, in each case in accordance with the applicable Service Specifications, but excluding: (i) any hours during which all of the Mill’s paper machines also are shut down at the same time primarily as a result of the lack of the same Service or Services, (ii) any hours during which the only Services not being provided are Wastewater Treatment Services for which the Mill Owner has exercised a right under the Wastewater Treatment Terms to require Ingevity to shut down the Carbon Plant, and (iii) any hours after the occurrence of a Permanent Closure of the Mill. In calculating the Failure Hours for a calendar month, there shall be included any hours which otherwise would have been a Failure Hour but for Ingevity maintaining the operation of the Carbon Plant through mitigation. Each occurrence of a Failure Hour is referred to as a “ Service Level Failure . ”

(b)          Ingevity shall monitor and record (and provide information to the Mill Owner with respect to) the number of Failure Hours for each calendar month determined as provided in Section 6.3(a) , noting the cause and duration of each such Failure Hour. The aggregate Failure Hours, so determined for a calendar month then shall be reduced as follows (the number of Failure Hours, if any, remaining after reduction in accordance with this Section 6.3(b) are referred to as “ Penalty Hours ” ):

(i)          the aggregate number of Failure Hours during the calendar month shall be reduced by 10 hours;

(ii)         the number of Failure Hours during such calendar month shall be reduced by the number of such Failure Hours that resulted from a Major Equipment Shutdown, a Cold Maintenance Shutdown, an emergency maintenance shutdown of Critical Services Equipment or a Closure of the Mill;

(iii)        the number of Failure Hours during such calendar month shall be reduced by the number of such Failure Hours that resulted from a Force Majeure Event (based on documentation such as maintenance records, operator logs and the like, which the Mill Owner shall be required to maintain and provide to Ingevity);

(iv)        the number of Failure Hours during such calendar month shall be reduced by the number of such Failure Hours during which the Carbon Plant was not being operated by Ingevity for reasons unrelated to the Service Level Failure (based on documentation such as maintenance records, operator logs and the like, which Ingevity shall be required to maintain and provide to the Mill Owner);

(v)         the number of Failure Hours during such calendar month shall be reduced by the number of such Failure Hours as to which the Mill Owner’s performance was excused under Section 6.7 ; and

(vi)        in each three year period during the Term (beginning with the three year period following the Effective Date, and continuing during each consecutive three year period following such period), the number of Failure Hours shall be reduced by up to an aggregate of 75 hours (without a right to carry-forward into a subsequent three year period, any of such 75 hours that are not used during the then-current three year period) in connection with one incidence of equipment or machinery failures at the Mill (for the avoidance of doubt, one incidence may include the failure of several pieces of equipment or machinery in the same timeframe that are caused directly or indirectly by the failure of one piece of equipment or machinery, but only if during such hours the Mill Owner is using commercially reasonable efforts to effectuate a cure of such failure as soon as reasonably practicable).

(c)          The Mill Owner shall pay to Ingevity Service Level Payments, if any, for each month calculated based on the respective number of Penalty Hours: either: (x) if Ingevity was unable to mitigate the effect of the Service Level Failure during such Penalty Hour, the Hourly Charge, or (y) if

Ingevity was able to mitigate the effect of the Service Level Failure during such Penalty Hour, the lesser of: (1) the aggregate actual, documented costs and expenses reasonably incurred and/or accrued by Ingevity to mitigate the effect of the Service Level Failure during such Penalty Hour, and (2) the Hourly Charge. Notwithstanding the foregoing, however, in no event shall the Service Level Payments, together with any Losses for which the Mill Owner is responsible as described in Section 6.3(g) with respect to the Service Level Failure(s) that gave rise to such Service Level Payments: (A) for any one incidence or related incidences of Service Level Failure exceed $100,000 in the aggregate, and (B) for any period of 12 consecutive calendar months exceed $400,000 in the aggregate. The amounts calculated as provided in this Section 6.3(c) are referred to as “ Service Level Payments . ”

(d)          The “ Hourly Charge ” shall be $4,500 per hour.

(e)          The Service Level Payments payable under this Section 6.3 have been agreed upon as liquidated damages because actual damages from Service Level Failures may be difficult to determine and are Ingevity’s exclusive remedy for the failure by the Mill Owner to provide Services, absent the Mill Owner’s willful misconduct or gross negligence. The limitations set forth in this Section 6.3(e) do not apply to, and are not intended to preclude: (i) any claim by either party with respect to personal injury or tangible personal property damage resulting from any action or inaction of the other party constituting a Service Level Failure, or (ii) any claim by either party based on a breach by the other party of any obligation under this Agreement not constituting a Service Level Failure.

(f)           Ingevity expressly acknowledges and agrees that interruptions in Mill Owner’s ability to provide Services will occur from time to time due to shutdowns, upsets and other causes, both foreseen and unforeseen, and that such interruptions shall not constitute a breach of this Agreement. Except as expressly provided in this Section 6.3 with respect to Service Level Payments and subject to the exceptions set forth in the second sentence of Section 6.3(e) , the Mill Owner shall have no liability to Ingevity or any of its officers, directors, shareholders, employees, parents, affiliates or assigns for any Losses incurred by Ingevity as the result of any such interruption in the Services.

(g)          The Mill Owner’s liability for the failure to give Ingevity notice of a maintenance shutdown or Closure of the Mill pursuant to Section 11.1(a)(i) shall be limited to the actual Losses, if any, incurred by Ingevity as a result of such failure, and such Losses shall be subject to the limitations set forth in the next to last sentence of Section 6.3(c) .

Section 6.4           Payment Terms .  (a) As promptly as practical after the end of each calendar month during the Term, the Mill Owner shall prepare and deliver to Ingevity an invoice showing in reasonable detail each amount payable to the Mill Owner under this Agreement for Services, calculated as provided in this Agreement and an invoice for any Wastewater Remedy Payments, in each case with reasonably detailed supporting documentation. A hypothetical form of invoice for the month of February, 2016, prepared as if this Agreement had been in effect at such time, is attached as Schedule 6.4 . Ingevity shall pay in full the aggregate amount shown on each invoice within 19 days after receipt of such invoice, subject to Ingevity’s right to dispute any amount shown on such invoice in accordance with Article 14 and to withhold payment of any such amount as Ingevity believes, in good faith, to be overstated by more than $5,000.

(b)          Unless the party entitled to receive a payment determines, based on the credit risk posed by the other party, that amounts owed by it to the other party may be offset against amounts that the first party is entitled to receive, or unless the parties otherwise agree in writing, amounts payable by one party with respect to a month shall not be netted against amounts payable by the other party with respect to such month.

(c)          During the 30 days following receipt of an invoice, the parties shall work together to reconcile any volumes and prices on such invoice that are in dispute or otherwise have not been

determined finally as of the time the invoice is prepared and to make any adjustment required as a result of such reconciliation (which shall be reflected on the next subsequent invoice after such reconciliation is completed).

(d)          Any amount payable under this Section 6.4 which is not paid when due (including any amount withheld by a party pursuant to Section 6.4(a) which subsequently is determined by agreement of the parties or pursuant to Article 14 to be owed by such party) shall bear interest on the unpaid amount from the date originally due until the date payment is received at the lesser of the highest amount allowed by applicable Law or the Default Rate.

(e)          No party shall include in an invoice given to the other party any charge or other amount that arose more than one year prior to the date of the invoice unless such charge or other amount was subject to a dispute submitted for resolution through the Escalation Process within one year after it arose.

Section 6.5           Documentation; Books and Records .  Each party shall use commercially reasonable efforts to maintain all meters and measuring devices used to measure Services provided under this Agreement or to monitor compliance with the criteria specified in the Wastewater Treatment Terms that are owned or controlled by that party in good working order and in compliance with the Maintenance Standards. Each party shall maintain for a period of three years all records of readings and all other information and records calculations it uses to determine the amount of any payment a party is required to make under this Agreement or to monitor compliance with the provisions of this Agreement (including, without limitation, the Wastewater Treatment Terms) or the Lease (collectively, the “ Supporting Information ”). A party with Supporting Information shall furnish such Supporting Information to the other party upon request at any time. All books and records of a party with respect to the Services (including books and records with respect to Failure Hours and Penalty Hours), the Wastewater Treatment Terms, compliance with this Agreement or the Lease (including, without limitation, compliance by the party with all insurance requirements of this Agreement and the Lease and compliance by the party with Law as required by this Agreement and the Lease) and all Supporting Information shall be kept open to examination and audit by the other party and/or its representatives during normal business hours at a location mutually agreeable to both parties upon reasonable advance notice. If either party is requested by the other party to provide Supporting Information pursuant to Section 2.2 of the Wastewater Treatment Terms, the party holding such Supporting Information shall provide such Supporting Information to the other party promptly following such request.

Section 6.6           Availability of Information for Calculations; Monthly Adjustments .  To the extent that any measurements or other information required under this Agreement for calculating amounts payable by the parties for a month under this Agreement are not reasonably available for the calculation of the amount payable for that month, the calculation for that month shall be made using measurements or other information available through the third last day of the month or using those measurements from the prior month, and an adjustment shall be made in the amount payable for the following month, based on the actual measurements.

Section 6.7           Delays or Failures .  If either party’s breach of its obligations under this Agreement (the “Originating Party” ) directly causes the other party’s ( “Recipient Party” ) failure to perform or delay in performing any Service, then the Recipient Party shall be deemed not to be in breach of this Agreement, nor shall such Recipient Party be obligated to make a payment for such failure or delay, but only if the Recipient Party promptly notifies the Contract Manager of the Originating Party (with written notice delivered within three business days after oral notice) of the Originating Party’s act or omission and of the Recipient Party’s failure or delay in performing under the circumstances.

Section 6.8           Calculation of Operating Costs .  If a provision of this Agreement requires that a payment be made based on specified “ Operating Costs ” of the Mill Owner ( “Operating Costs” ), such

Operating Costs shall be calculated to include the Mill Owner’s actual, documented costs in each of the categories listed on Schedule 6.8 , to the extent applicable to the matter for which the Operating Costs are being calculated. To the extent either party’s Operating Costs include depreciation, such depreciation shall be determined based on such party’s depreciated actual cost without write-up for external events such as a sale of the business, merger or the like and shall be subject to change to reflect capital improvements to that party’s assets that are properly chargeable to the other party pursuant to Article 7 (to the extent that the other party has not contributed to the cost of such capital improvement as provided in Article 7 ).

ARTICLE 7

CAPITAL EXPENDITURES

Section 7.1           Capital Expenditures to Satisfy Regulatory Requirements and in Connection with Expansion .  Except as otherwise provided in Section 10.3(c) , in the event that a capital improvement is necessary to comply with regulatory or other requirements of Law applicable to both the Mill and the Carbon Plant, the Mill Owner and Ingevity each shall cooperate with respect to identifying and installing the capital improvement, and each of them shall contribute towards the cost of such capital improvement (and any increased operating costs associated with such improvement) based on that party’s relative responsibility for the conditions or circumstances that gave rise to the need for such capital improvement. Notwithstanding the foregoing, however: (i) in the event a capital improvement is required to comply with a requirement administered by the United States Department of Homeland Security (or its successor) applicable to a party and such capital improvement will benefit or be used by both parties for the benefit of both parties (such as, for example only, protection for the combined facilities, but not including any capital improvement that is specific to the protection of one party’s facility), the parties shall work together to identify a cost effective solution and each party shall share the cost of such capital improvement in the same proportion as the costs of Security Services are shared pursuant to Section 3.5(d) (and any increased operating costs associated with such improvement shall be allocated as agreed upon by the Operating Council), and (ii) if, subsequent to any such capital improvement for which the parties share the cost equally, the other party would be required (but for the earlier capital improvement for which the parties shared the cost equally) to comply with a requirement administered by such Department (or its successor) requiring a similar capital improvement, the parties shall re-allocate the cost of the earlier capital improvement between them to reflect their respective use of, or benefit from, the earlier capital improvement. The Mill Owner and Ingevity shall cooperate to identify and select the most cost effective manner of complying with such regulatory requirements, which may include determining that the capital improvement be undertaken by the party with the lesser responsibility (with the costs of such improvement and any increased operating costs associated with such improvement being allocated and paid for by the parties as provided in the preceding sentence). In the event of an expansion of capacity or output or change in product produced or method of production by a party that results in the need to make any such capital improvement to comply with applicable Law, the party making such expansion or change shall bear all of the cost thereof.

Section 7.2           Capital Improvements for Rail Infrastructure .  In the event that the Mill Owner and Ingevity determine that a capital improvement with respect to the railroad infrastructure located within the Mill and jointly used by the parties is required or desirable, both parties shall contribute towards the cost of such capital improvement based on that party’s proportionate use of the jointly used railroad infrastructure within the Mill, which shall be determined based on the proportion of the total railcar moves on such jointly used railroad infrastructure that were for the benefit of such party during the prior 12-month period.

Section 7.3           Capital Improvements to Maintain Assets Used to Provide the Services .  The Mill Owner shall have the right, in its sole discretion, to determine if capital improvements are necessary and/or appropriate for maintenance of assets owned by the Mill Owner and used to deliver the Services

under this Agreement. Except to the extent otherwise expressly provided in Article 6 , to the extent that Ingevity directly benefits from such capital improvement; such capital improvement is not made for the purpose of accommodating an expansion of the Mill; and Ingevity was being charged for the asset with respect to which such capital improvement was made prior to the Effective Date, Ingevity shall be allocated a portion of the cost of the capital improvement based on Ingevity’s proportionate direct benefit from such capital improvement or the applicable Service received by Ingevity, and Ingevity shall pay for such allocated portion either by paying such allocated portion to the Mill Owner or, if Ingevity so determines, by an increase in the depreciation component of the Operating Costs paid by Ingevity pursuant to Article 6 , as provided in Section 6.8 .

Section 7.4           Other Mutual Capital Projects .  The Mill Owner and Ingevity from time to time jointly may identify, in their respective sole discretion, other capital improvements that will benefit one or both of the parties, with each party contributing towards the cost in such manner as they may agree.

Section 7.5           Capital Improvements with Respect to the Continuous Assets .  The Asset Owner of a Co-located Continuous Asset located on the other party’s Property may carry out capital improvements with respect to such Co-located Continuous Asset in accordance with the provisions of the Ground Lease.

Section 7.6           No Capital Improvement Obligation on the Part of the Mill Owner .  Notwithstanding anything to the contrary set forth in this Agreement, the Mill Owner shall have no obligation to install or make (at its own expense or at the expense of Ingevity), or contribute to the cost of, any capital improvement to the Carbon Plant, the Carbon Plant Real Property, the Mill or the Mill Real Property. Any such capital improvement shall be installed or made, and any such contribution shall be made, in the Mill Owner’s sole discretion. For clarity, the capital costs associated with any capital improvement or other capital project which the Mill Owner agrees to install or make pursuant to this Article 7 shall include all applicable overhead costs of WestRock personnel (including, without limitation, management personnel) associated with the design and installation or construction of such capital improvement or project and all associated design, engineering and consulting fees, and all such overhead costs shall be shared by the parties in the same manner as other capital costs for such capital improvement or capital project as provided in this Article 7.

ARTICLE 8

OPTIONS TO PURCHASE; USE OF CERTAIN ASSETS

Section 8.1           Mill Owner Option to Purchase .  If the Mill Owner receives notice of, or otherwise becomes aware of, a Permanent Closure of the Carbon Plant and if Ingevity then owns the Carbon Plant Real Property, the Mill Owner shall have the exclusive option and right, exercisable in the Mill Owner’s sole discretion (the “Mill Owner Option” ), to purchase the buildings and fixtures comprising the Carbon Plant and the Carbon Plant Real Property (collectively, the “Mill Owner Option Assets” ). The Mill Owner may exercise the Mill Owner Option with respect to any or all of the Mill Owner Option Assets by giving written notice of such exercise to Ingevity at any time during the period commencing on the date the Mill Owner first received notice of, or otherwise became aware of, the Permanent Closure of the Carbon Plant (but not prior to the date the Carbon Plant is first closed), and ending six months after the later of: (i) the date the Carbon Plant is closed, or (ii ) the date the Mill Owner first received notice of, or otherwise became aware of, the Permanent Closure of the of the Carbon Plant (and “Mill Owner Option Exercise Notice” ). Notwithstanding the foregoing, however, the Mill Owner may, in its sole discretion, rescind exercise of the Mill Owner Option in whole or part by giving written notice of such rescission to Ingevity within 30 days after the purchase price of the Mill Owners Option Assets is finally determined as provided in Section 8.2 . If the Mill Owner rescinds its exercise of the Mill Owner Option, the Mill Owner: (i) thereafter, shall have no further right to exercise the Mill Owner Option, and (ii) shall pay the expenses of the appraiser(s) appointed as provided in Section 8.2 . If

the Mill Owner receives notice of, or otherwise becomes aware of, a Permanent Closure of the Carbon Plant and if Ingevity does not then own the Carbon Plant and the Lease is in effect, the rights of the Mill Owner with respect to the buildings, fixtures and real property comprising the Carbon Plant and the Carbon Plant Real Property shall be governed by the Lease and not this Section 8.1 .

Section 8.2           Purchase Price of Mill Owner Option Assets .  (a) The purchase price payable by the Mill Owner for the Mill Owner Option Assets shall be determined by written agreement of Ingevity and the Mill Owner or, if no such agreement is reached within 30 days after the Mill Owner gives the Mill Owner Option Exercise Notice, the purchase price shall be the fair market value of the Mill Owner Option Assets (excluding any jointly owned assets included in the Mill Owner Option Assets and excluding any value associated with this Agreement) in an arms-length sale to a third party as of the date the Mill Owner gave the Mill Owner Option Exercise Notice (excluding any special value of the Mill Owner Option Assets to the Mill Owner that would not generally be available to another potential purchaser), determined as follows:

(i)          If Ingevity and the Mill Owner agree to appoint a single independent appraiser, the determination of the fair market value of the Mill Owner Option Assets by such appraiser shall be the purchase price; or

(ii)         If Ingevity and the Mill Owner fail to appoint a single independent appraiser within 45 days after the Mill Owner gives the Mill Owner Option Exercise Notice, then within 20 days thereafter each of Ingevity and the Mill Owner shall appoint one independent appraiser knowledgeable in the valuation of industrial assets similar to the Mill Owner Option Assets. The two appraisers so appointed shall within 10 days after their appointment appoint a third independent appraiser knowledgeable in the valuation of industrial assets similar to the Mill Owner Option Assets. Each appraiser so appointed shall determine such fair market value. If neither the lowest appraised value nor the highest appraised value differs from the middle appraised value by more than 5% of such middle appraised value, than the average of the three appraisals shall be the purchase price. If either the lowest appraised value or the highest appraised value, differs from the middle appraised value by more than 5%, the average of the middle appraised value and the other appraised value that is closest to the middle appraised value shall be the purchase price. If the lowest and highest appraised values each differ from the middle appraised value by more than five percent (5%), the middle appraised value shall be the purchase price.

Except as otherwise provided in Section 8.2 , Ingevity and the Mill Owner shall share equally the costs of the appraisal(s).

(b)          Ingevity shall provide the appraisers appointed as provided in Section 8.2(a) with full access to its facilities (including, without limitation, the Mill Owner Option Assets), personnel, books, records and shall reasonably cooperate with all such appraisers on an equal basis, subject to such appraisers executing a commercially reasonable confidentiality agreement with Ingevity. Unless the Mill Owner elects to rescind its exercise of the Mill Owner Option as provided in Section 8.1 , the closing of the sale of the Mill Owner Option Assets shall occur on a date agreed upon by the parties, but not later than 90 days after the purchase price is finally determined (subject to necessary governmental approvals and the like). At such closing, the Mill Owner shall pay to the Ingevity the purchase price in cash, and Ingevity shall convey to the Mill Owner all of its right, title and interest in the Mill Owner Option Assets being so purchased in an “ AS-IS, WHERE-IS ” condition and otherwise with all faults and defects as of the date of such closing, free and clear of all mortgages, security interest, liens, pledges, deeds of trust, charges, options, rights of first refusal, easement, covenants, restrictions and other encumbrances.

Section 8.3           Continued Operation of Assets Used to Provide Critical Services .  (a) Upon any Closure of the Mill, Major Equipment Shutdown or other occurrence the result of which would be the Mill Owner’s discontinuance of the maintenance and operation of the Wastewater Treatment Plant, the Jointly Used Rail Facilities, the Repair Track Access Track, the Mill’s steam generation facilities and/or any other utility system then serving the Carbon Plant (collectively, the “Critical Services Equipment” ), at Ingevity’s request, Ingevity shall have the right to assume from the Mill Owner the operation and mainenance of all or any part of such Critical Services Equipment for the purpose of providing continued Services to the Carbon Plant (the “Interim Operation” ), and the Mill Owner shall reasonably cooperate with Ingevity in the Interim Operation of such Critical Services Equipment, including providing Ingevity’s Agents with all necessary access to the Critical Services Equipment for such purpose and entering into reasonable arrangements with Ingevity to faciliate the Interim Operation of the Critical Services Equipment. Ingevity shall be responsible for and pay all costs and expenses associated with the Interim Operation of such Critical Services Equipment (including, without limitation, all property Taxes and license fees associated therewith) and shall comply with all applicable Laws (including, without limitation, Environmental Laws) in connection with the Interim Operation of the Critical Services Equipment.

(b)          Ingevity’s rights with respect to the Interim Operation of Critical Services Equipment under Section 8.3(a) shall continue until the earlier of: (i) the date the Mill Owner resumes operation and maintenance of such Critical Services Equipment and resumes providing the Services dependent on such Critical Services Equipment, (ii) the date of termination specified in a written notice given by Ingevity to the Mill Owner to be effective when Ingevity is able to obtain the Services dependent on such Critical Services Equipment from its own equipment and systems or another source, (iii) the date of termination specified in a written notice given by the Mill Owner to Ingevity reasonably in advance of such date if the Mill Owner reasonably demonstrates that the continued Interim Operation of such Critical Services Equipment by Ingevity will unreasonably interfere with the Mill Owner’s ability to sell the Mill or the Mill Property, or (iv) the date of termination specified in a written notice given by the Mill Owner to Ingevity at least five years prior to the effective date of such termination.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

Section 9.1           Power and Authority of Ingevity; Enforceability .  Ingevity represents and warrants to the Mill Owner that: (i) Ingevity is a corporation duly organized and validly existing under the laws of the Commonwealth of Virginia, with the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and (ii) this Agreement has been duly authorized, executed and delivered by Ingevity and constitutes the legal, valid and binding obligation of Ingevity, enforceable against Ingevity in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, receivership or other similar laws affecting or relating to the enforcement of creditors’ rights or remedies generally and general principles of equity (whether considered at law or in equity).

Section 9.2           Power and Authority of the Mill Owner; Enforceability .  The Mill Owner represents and warrants to Ingevity that: (i) the Mill Owner is a limited liability company duly organized and validly existing under the laws of the state of Delaware, with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder, and is duly qualified or registered to transact business in the Commonwealth of Virginia, and (ii) this Agreement has been duly authorized, executed and delivered by the Mill Owner and constitutes the legal, valid and binding obligation of the Mill Owner, enforceable against the Mill Owner in accordance with its terms, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, receivership or other similar laws affecting or relating to the enforcement of creditors’ rights or remedies generally and general principles of equity (whether considered at law or in equity).

Section 9.3           Limitation of Warranties .  EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS AGREEMENT, THE SERVICES ARE BEING PROVIDED, “ AS IS ” AND WITH ALL FAULTS, AND NEITHER PARTY IS MAKING ANY WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (AS DEFINED IN THE VIRGINIA UNIFORM COMMERCIAL CODE), ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND DISCLAIMED.

ARTICLE 10

ADDITIONAL COVENANTS

Section 10.1         Insurance .  (a) The Mill Owner and Ingevity each shall maintain, during the Term (but subject to revision at the end of the policy term of the applicable policy through the Review Process), at such party’s sole expense, insurance of the following types in at least the amounts specified:

(i)          Commercial General Liability Occurrence insurance coverage with limits of liability of $1,000,000 per occurrence and $2,000,000 general aggregate. Such insurance shall include the other party, its Affiliates and their respective directors, officers and employees as additional insureds and shall include a waiver of any rights of subrogation against the other party and its directors, officers and employees.

(ii)         Commercial Automobile Liability insurance coverage for any automobile used in the performance of such party’s obligations under this Agreement with limits of liability of $1,000,000 combined single limit. Such insurance shall include the other party, its Affiliates and their respective directors, officers and employees as additional insureds and shall include a waiver of any right of subrogation against the other party and its directors, officers and employees.

(iii)        Workers’ Compensation insurance coverage covering all persons providing services to the other party under this Agreement. Such insurance (which may consist of a state-approved program of self-insurance) shall satisfy all applicable statutory requirements and be in accordance with the laws of the state or states in which the party is operating under this Agreement, shall include an Alternate Employer Endorsement naming the other party as the alternate employer and shall include a waiver of any right of subrogation against the other party and its directors, officers and employees.

(iv)        Employer’s Liability insurance coverage with limits of: (x) bodily injury by accident — $1,000,000 each accident, (y) bodily injury by disease — $1,000,000 each employee, and (z) bodily injury by disease — $1,000,000 policy limit.

(v)         Excess Umbrella Liability insurance coverage with limits of liability of $10,000,000 per occurrence, with excess limits provided for the Commercial General Liability Occurrence, Automobile Liability and Employer’s Liability insurance coverages required under this Section 10.1 . Such insurance shall include the other party, its Affiliates and their respective directors, officers and employees as additional insureds and shall include a waiver of any right of subrogation against the other party and its directors, officers and employees.

(b)          All insurance companies providing insurance required by this Section 10.1 must be authorized to do business in each state in which the operations of the insured party under this Agreement are conducted and must be rated “ A- ” or better with a financial rating of “ VII ” or better in the most recent edition of the A.M. Best Rating Guide (or, in the event such rating guide is no longer published, or such ratings no longer are published in such rating guide, such other published rating of insurance companies as the parties mutually determine). If a captive entity is used to satisfy these insurance requirements, the captive entity shall provide a letter of good standing.

(c)          Each party shall use commercially reasonable efforts to require that all policies of insurance which such party is required to maintain under this Section 10.1 shall provide for 30 days prior written notice of cancellation or non-renewal to the other party under this Agreement. Prior to the Effective Date, each party shall provide to the other certificates evidencing all insurance coverages it is required to maintain under this Agreement, and shall deliver renewal certificates within 10 days of renewal of any required insurance throughout the Term of the Agreement; provided, however, that either the Mill Owner or Ingevity may, with notice to the other, satisfy such obligation by making such certificates available on the website of the party providing the certificate or an Affiliate. Any and all collateral required by an insurance carrier or a state agency and all deductibles or self-insured retentions on referenced insurance coverages must be borne by the first named insured party. The insurance required herein will not be limited by any limitations expressed in the indemnification language in this Agreement or any limitation placed on the indemnity therein given as a matter of Law.

(d)          Failure of either party to maintain insurance as required by this Agreement, to provide evidence of such insurance or to notify the other party of any breach by such other party of the provisions of this Section 10.1 shall not constitute a waiver of any such requirements to maintain insurance.

(e)          Each party shall be responsible for risk of loss of, and damage to, raw material, equipment or Co-located Continuous Asset of the other party in such party’s possession, custody or under its control, except to the extent that such loss or damage was caused by the acts or omissions of the other party or its agents.

Section 10.2         Service Level Failures; Wastewater Remedy Payments; and Optimization of Operations .  The Mill Owner and Ingevity shall: (i) work together to determine the factors contributing to Service Level Failures, and failures or other matters giving rise to Wastewater Remedy Payments and shall use commercially reasonable efforts to reduce the number and duration of such Service Level Failures and such other failures or other matters giving rise to Wastewater Remedy Payments, and (ii) work together in a commercially reasonable manner, including by giving the notices required with respect to expansions, to optimize their respective processes that affect the operations of the other.

Section 10.3         Applicable Law .  (a) In performing their respective obligations under this Agreement, each party shall comply, in all material respects, with all applicable Laws and all permits held by it.

(b)          Each party shall provide the other party, at the other party’s written request, with such information, data and reports that have been prepared by the party receiving the request in the ordinary course as may be reasonably necessary for the requesting party to comply with Law applicable to the requesting party in connection with its obligations under this Agreement.

(c)          Each party shall use commercially reasonable efforts to inform the other party of any change in applicable Law that any representative of such party on the Operating Council becomes aware of that is reasonably likely to have a material effect on either party’s rights and obligations under this Agreement. If the parties become aware of: (x) any change in applicable Law that is likely to require changes in the Services or the manner in which the Services are delivered, or (y) any order or other requirement by a Governmental Authority to conduct ambient air modelling at either the Mill or the Carbon Plant (any of the foregoing, a “Law Change” ), the parties shall use commercially reasonable efforts: (i) if the Law Change is a proposed regulation or order, to work together, if the parties so agree, to modify such proposed regulation or order, with each party contributing towards the cost of such efforts based upon the relative effect of the Law Change on the parties, respectively, and/or (ii) to address the problem created by the Law Change through technical, administrative or legal means. Any associated costs therefor shall be borne by the party whose ability to conduct its business is affected by the Law Change or jointly if the ability of both parties to conduct their respective businesses are affected. In the

event a solution is not possible or commercially reasonable through technical, administrative or legal means, then the Mill Owner and Ingevity shall work cooperatively to effect a resolution that would allow both the Mill Owner and Ingevity to be in compliance with the Law Change.

(d)          If the parties disagree in good faith about the interpretation or the effects of a Law Change, and either party reasonably believes that acting in accordance with the other’s interpretation: (i) will create risk to such party of a violation of such Law Change, or (ii) will materially limit or prohibit such party from performing its material obligations hereunder, then such disagreement about the interpretation or the effects of a Law Change shall be submitted for resolution in accordance with the Escalation Process; provided, however, that if the subject matter of such disagreement is an interpretation of the Law Change and cannot be resolved by the Escalation Process pursuant to Section 14.2 , then either party may seek resolution of such disagreement in any court of competent jurisdiction (which may include, without limitation, seeking an injunction to prevent irreparable harm).

ARTICLE 11

NOTICES

Section 11.1         Required Notices .  (a) The Mill Owner shall give Ingevity not less than the specified written notice for each of the following:

(i)          for any Major Equipment Shutdown, Cold Maintenance Shutdown or Closure of the Mill, promptly following a determination by the Mill Owner to effectuate such Major Equipment Shutdown, Cold Maintenance or Closure in accordance with the Mill Owner’s operating procedures; and

(ii)         180 days prior written notice of: (x) any expansion or alteration of the Mill that is reasonably likely to have a material adverse effect on Ingevity, and (y) any action by the Mill Owner that is reasonably likely to require ambient air modelling with respect to the Mill or the Carbon Plant.

Each notice given pursuant to this Section 11.1(a) shall specify the anticipated duration of the event giving rise to the requirement to give the notice. Each month during the Term, the Mill Owner shall provide to Ingevity the Mill’s then-current “ twelve month rolling maintenance schedule ” for informational purposes. Disclosure of a matter in the current “ twelve month rolling maintenance schedule ” shall constitute adequate notice under Sections 11.1(a)(i) of such matter. The Mill Owner shall provide Ingevity with a copy of the relevant notice provisions of the Mill Owner’s operating procedures referred to in Section 11.1(a)(i) and shall promptly notify Ingevity of any material changes to such notice provisions. All other notices pursuant to this Section 11.1(a) shall be given in accordance with Section 11.2 . In the event that the commencement and/or duration of a Major Equipment Shutdown, a Cold Maintenance Shutdown or a Closure must be changed, the Mill Owner shall so notify Ingevity as soon as the Mill Owner becomes aware of the need for the change and shall reasonably work with Ingevity to minimize the impact on Ingevity of any such change.

(b)          Ingevity shall give the Mill Owner not less than the specified written notice for each of the following:

(i)          120 days prior written notice of any closure of the Carbon Plant that will continue for more than 30 days (including, without limitation, any Permanent Closure of the Carbon Plant); and

(ii)         180 days prior written notice of: (i) any expansion or alteration of the Carbon Plant that is reasonably likely to have a material adverse effect on the Mill, and (y) any action by

Ingevity that is reasonably likely to require ambient air modelling with respect to the Mill or the Carbon Plant.

Section 11.2         How Notices are Given .  All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered personally or by overnight mail or, to the extent receipt is confirmed, by facsimile, or five calendar days after being mailed by registered mail, return receipt requested, to a party at the following address (or to such other address as such party may have specified by notice given to the other party pursuant to this Section 11.2) :

If to Mill Owner:               WestRock Virginia, LLC

504 Thrasher Street

Norcross, GA 30071

Attention: Chief Financial Officer

Facsimile: 770-263-3582

With a copy to:                  WestRock Company

504 Thrasher Street

Norcross, GA 30071

Attention: General Counsel

Facsimile: 770-263-3582

And to:                               WestRock Virginia, LLC

104 West Riverside Street

Covington, VA 24426

Attention: Production Manager

Facsimile: 540-969-5707

If to Ingevity:                     Ingevity Virginia Corporation

958 E. Riverside Street

Covington, Virginia 24426

Attention: Plant Manager

Facsimile: 540-969-3504

With a copy to:                  Ingevity Corporation

5255 Virginia Avenue

North Charleston, South Carolina 29406

Attention: Law Department

Facsimile: 843-746-8278

ARTICLE 12

TERM AND TERMINATION

Section 12.1         Term .  The term of this Agreement (the “Term” ) shall commence on the Effective Date and, unless earlier terminated in whole or part pursuant to this Section 12.1 , shall continue until the 50th anniversary of the Effective Date; provided, that if Ingevity is not then in material default in the performance of any of its obligations under this Agreement, Ingevity may extend the Term of this Agreement with respect to all (but not less than all) of such provisions for additional renewal terms of five years each, effective as of the end of the initial 50 year period, or as of the end of any such five year renewal term, by giving the Mill Owner written notice of such extension at least five years prior the end of such initial 50 year period or such five year renewal term as of the end of which the extension is to be effective; provided, however, that the Mill Owner may reject any such extension by so notifying Ingevity in writing within six months after receipt of Ingevity’s notice of extension, and the Term shall then

terminate as of the end of the initial 50 year period (if the notice of extension was given during such period) or at the end of the then current renewal term.

Section 12.2         Termination .  (a) This Agreement may be terminated prior to the end of the Term in the following manner:

(i)          at any time by the mutual written agreement of the parties;

(ii)         as to any individual Service only (other than the provision of steam pursuant to Section 3.1 , the provision by either party of potable water pursuant to Section 3.2 , the provision of electricity pursuant to Section 3.3 , the provision of Security Services pursuant to Section 3.5(b) , access to and use of the truck scales pursuant to Section 3.10(a)(ii) , the use of voice and data network transmission lines by either party pursuant to Section 3.10(a) or Section 3.10(b) , the use of the Expansion Warehouse pursuant to Section 3.9, the provision of natural gas pursuant to Section 3.11 or the provision of the Wastewater Treatment Services), by either party giving written notice of such termination to the other party at least two years prior to the date as of which such termination is to be effective;

(iii)        with respect to the provision by the Mill Owner of steam pursuant to Section 3.1 only, by either party giving written notice of such termination to the other party at least three years prior to the date as of which such termination is to be effective; provided, however, that any such termination by the Mill Owner shall not become effective unless and until either: (A) Ingevity, using commercially reasonable efforts, is able to obtain and have currently available for use sufficient firm gas transportation on commercially reasonable terms (which may include the requirement to pay “aid in construction” payments) to allow the operation of a gas-fired package boiler to supply Ingevity’s then current steam requirements, or (B) the Mill Owner releases to Ingevity firm gas transportation capacity at the receipt and delivery locations listed in Section II.2 of Schedule 3.11 that is owned by the Mill Owner and/or re-releases to Ingevity firm gas transportation capacity that is owned by Columbia Gas of Virginia, or a combination of both (A) and (B), to allow the operation of a gas-fired package boiler until such time as Ingevity obtains its own contracts for such capacity in accordance with the preceding clause (A); provided, however, Mill Owner shall post the capacity as non-biddable to the extent allowed by TCO’s FERC approved tariffs; however, Ingevity acknowledges that: (x) if the capacity becomes biddable under TCO’s tariff then there is a possibility that Ingevity may have to match an above-maximum rate offer for releases that are shorter than one year in order to obtain the capacity, (y) releases that are longer than one year may be bid up in length of term and Ingevity would be required to match the term that was offered in order to obtain the capacity and (z) once the Mill Owner posts the capacity as provided herein, the Mill Owner shall have no further obligation to provide or release firm gas transportation to Ingevity in accordance with this Subsection (B) (the amount of natural gas capacity released by the Mill Owner to supply Ingevity’s gas-fired package boiler will be based on the sum of the average monthly steam takes of 150 pound steam and 30 pound steam by Ingevity, as measured in MMBTU's per month over the 12 months prior to the notice of termination pursuant to this Section 12.2(a)(iii), adjusted for a 83% efficiency for a new 150 pound low-NOx boiler, but not to exceed 2,970 MMBTU’s per day); and further provided, however, that if the Mill Owner terminates this Agreement pursuant to this Section 12.2(a)(iii) , Ingevity may delay the effective date of such termination by up to 12 months if Ingevity reasonably demonstrates that such additional period is reasonably necessary to enable Ingevity to obtain any necessary Environmental Permits for the operation of a replacement steam generation and supply system;

(iv)        with respect to the provision by the Mill Owner of natural gas pursuant to Section 3.11 only, by either party giving written notice of such termination to the other party at least two years prior to the date as of which such termination is to be effective; provided, however, that Ingevity may delay the effective date of such termination by up to 12 months if Ingevity reasonably demonstrates that such additional period is reasonably necessary to complete the installation of the direct pipeline connecting the Carbon Plant to the pipeline of the local natural gas utility;

(v)         with respect to the provision by the Mill Owner of Wastewater Treatment Services pursuant to the Wastewater Treatment Terms only, by either party giving written notice of such termination to the other party at least five years prior to the date as of which such termination is to be effective (which effective date shall not be prior to the 10th anniversary of the Effective Date); provided, however, that the Mill Owner may not exercise the right to terminate the Wastewater Treatment Services pursuant to this Section 12.2(v) unless the Mill Owner has reasonably demonstrated to Ingevity that Ingevity can reasonably design, permit and construct prior to the date of termination of the Wastewater Treatment Services and reasonably operate, in compliance with all applicable Laws, using reasonably available commercialized technology, in space then reasonably available to Ingevity, a facility for treating all discharges originating from the Carbon Plant that must be treated under applicable Law;

(vi)        by either party giving written notice to the other party following a material breach by the other party (other than a Payment Breach) of any of its obligations under this Agreement, if the other party has failed to fully cure such breach within 60 days after written notice of such breach; provided however, that if there is a bona fide dispute between the parties as to whether a material breach has occurred, termination of this Agreement shall not occur until the date on which it is determined, through the Escalation Process or otherwise, that a material breach

has occurred and, if the breach is capable of being cured, an additional period of 60 days has passed following such determination during which the breach has not been cured;

(vii)       by either party giving written notice to the other party, if the other party fails to pay any amount when due under this Agreement and such failure is not cured within 30 days following receipt of written notice by the non-breaching party; provided that if there is a bona fide dispute between the parties as to whether a payment was due, the party responsible for payment shall not be deemed to have failed to make such payment (so long as such party is in compliance with Section 14.2 ) until it is determined, through the Escalation Process or otherwise, that the payment is due and owing and an additional 30 days have passed following such determination;

(viii)      by the Mill Owner giving written notice to Ingevity, if Ingevity defaults in the performance of a material obligation under the Lease and such default continues beyond any cure period provided in the Lease and is not waived by the Mill Owner, thereby giving the Mill Owner the right to terminate the Lease;

(ix)         by Ingevity giving written notice to the Mill Owner, if the Mill Owner defaults in the performance of a material obligation under the Lease and such default continues beyond any cure period provided in the Lease and is not waived by Ingevity, thereby giving Ingevity the right to terminate the Lease;

(x)          by either party giving written notice to the other party: (1) if the terminating party receives notice of, or otherwise becomes aware of, a Permanent Closure of the Mill or a Permanent Closure of the Carbon Plant (provided that such termination shall not become effective prior to the date the Mill or the Carbon Plant, as the case may be, is closed), or (2) upon a termination of the Ground Lease, if the Carbon Plant Real Property is not being conveyed upon such termination to Ingevity or its designee; or

(xi)         upon the termination, pursuant to one or more other provisions of this Section 12.2(a) , of all of the Services.

(b)          Expiration or termination of this Agreement for any reason shall not relieve a party from the obligation to pay any amounts accruing under this Agreement prior to the effective date of such termination. Termination of this Agreement pursuant to Section 12.2(a)(vi) or (vii) shall not relieve the breaching party of any liability to the non-defaulting party for breach of its obligations under this Agreement. The provisions of Sections 15.1 , 6.4 , 6.5 , 9.3 , 11.2 , 15.7 and Article 13 shall survive expiration or any termination of this Agreement.

ARTICLE 13

LIMITATION OF LIABILITY; INDEMNIFICATION

Section 13.1         Limitation of Liability and Waiver of Subrogation .  (a) Except as otherwise expressly provided in Section 13.3(ii) , Section 13.3(iii) , Section 13.3(iv) and Section 13.4 , the Mill Owner shall not be liable to Ingevity for:

(i)          Losses to any buildings, improvements, fixtures, furnishings, equipment or other personal property ( “Property” ) located or found on the Carbon Plant Real Property (except for Losses to Property owned by third parties, which shall be subject to Section 13.3(v) ), notwithstanding that such Losses are caused by, result from or are attributable to any act or omission of the Mill Owner or any servant, agent, employee, director, officer, subcontractor or supplier ( “Agent” ) of the Mill Owner (including, without limitation, in connection with the provision by the Mill Owner of the Fire/Emergency Services);

(ii)         any Losses arising from bodily injury or death to any employee of Ingevity occurring on the Mill Property (including in connection with the provision by Ingevity of the Ingevity Fire/Emergency Services), notwithstanding that such Losses are caused by, result from or are attributable to any action or omission of the Mill Owner or any Agent of the Mill Owner;

(iii)        any Loss caused by Ingevity to Property owned by third parties; and

(iv)        any Losses arising from bodily injury or death to any employee of Mill Owner in connection with the provision by Mill Owner of the Fire/Emergency Services, notwithstanding that such Losses are caused by, result from or are attributable to any action or omission of the Mill Owner or any Agent, and except to the extent such Losses are covered by workers compensation insurance.

Ingevity hereby waives all rights of subrogation against the Mill Owner with respect to the matters described in this Section 13.1(a) .

(b)          Except as otherwise expressly provided in Section 13.2(ii) , Section 13.2(iv) , Section 13.2(v) and Section 13.4 , Ingevity shall not be liable to the Mill Owner for:

(i)          any Losses to any Property located or found on the Mill Property (except for Losses to Property owned by third parties, which shall be subject to Section 13.2(vi) ), notwithstanding that such Losses are caused by, result from or are attributable to any act or omission of Ingevity or any Agent of Ingevity (including, without limitation, in connection with the provision by Ingevity of the Ingevity Fire/Emergency Services);

(ii)         any Losses arising from bodily injury or death to any employee of Mill Owner occurring on the Carbon Plant Real Property, notwithstanding that such Losses are caused by, result from or are attributable to any action or omission of Ingevity or any Agent of Ingevity; and

(iii)        any Loss caused by the Mill Owner to Property owned by third parties.

The Mill Owner hereby waives all rights of subrogation against Ingevity with respect to the matters described in this Section 13.1(b) .

Section 13.2         Indemnification by Ingevity .  Ingevity shall indemnify, defend and hold the Mill Owner and its Affiliates, and each of its and their respective officers, directors, employees, successors and assigns (collectively, the “Mill Indemnified Parties” ) harmless, from and against all Losses (including, without limitation, any claim, demand, cause of action, or lawsuit in connection therewith) resulting from, in connection with or arising out of:

(i)          with respect to third party claims (other than third party claims of a type covered by another provision of this Article 13 ), the performance of this Agreement by Ingevity, but only to the extent that the Mill Owner was not responsible for the subject matter of such Losses;

(ii)         except with respect to bodily injury or death to any employee of Mill Owner in connection with the Fire/Emergency Services (which shall be subject to subsection (vii) of this Section 13.2 ), or bodily injury or death to any employee of Mill Owner caused by a Vehicle owned by Ingevity or a Vehicle driven by a Ingevity employee (which shall be subject to subsection (v) of this Section 13.2 ), any bodily injury or death to any employee of the Mill Owner occurring on the Carbon Plant Real Property and resulting from or arising out of the gross negligence or intentional misconduct of Ingevity;

(iii)        any bodily injury or death to any employee of Ingevity resulting from or arising out of the provision of Ingevity Fire/Emergency Services;

(iv)        any damage to any Property located or found on the Carbon Plant Real Property caused by a Vehicle owned by Ingevity or a Vehicle driven by an employee of Ingevity;

(v)         bodily injury or death to any employee of Mill Owner or to a third party (who is not an employee of Ingevity or Mill Owner) caused by a Vehicle owned by Ingevity or a Vehicle driven by a Ingevity employee;

(vi)        any damage to any Property of a third party caused by Ingevity;

(vii)       any bodily injury or death to any employee of the Mill Owner resulting from or arising out of the provision of Fire/Emergency Services except to the extent covered by the Mill Owner’s workers compensation insurance coverage; and

(viii)      Claims which may be brought by any Person, including, without limitation, Claims brought by Governmental Authorities, for death, bodily or personal injuries to any Person; damage to any property, including loss of use thereof and business interruption damages; contamination of or adverse effects on natural resources or the environment, including without limitation, the costs for investigation and remediation of such contamination under Environmental Laws and other Laws; natural resource damages; or any violation of Laws, to the extent resulting from or arising out of: (A) Ingevity’s breach of the Wastewater Treatment Terms, (B) Ingevity’s discharge of wastewater to the Mill or the Wastewater Treatment Plant, including, without limitation, any Non-Conforming Discharge (as defined in the Wastewater Treatment Terms); (C) any activities of Ingevity and/or its Agents relating to or impacting the Wastewater Treatment Terms; (D) any violation by Ingevity and/or its Agents of any applicable Laws, or (E) pollution or contamination of, or petroleum or hazardous substances releases to, the Mill or the Wastewater Treatment Plant by Ingevity or any of its employees, consultants, contractors, subcontractors, representatives and/or agents,

except, with respect to clauses (iv), (v), and (vii), to the extent that any such Loss is finally determined (in accordance with the Escalation Process or otherwise) to have arisen out of or resulted from the gross negligence or intentional misconduct of the Mill Owner or any such Affiliate, Agent, successor or assign and except with respect to clauses (iii) and (vii), to the extent that any such Loss is finally determined (in accordance with the Escalation Process or otherwise) to have arisen out of or resulted from the intentional misconduct of any employee, officer or agent of the Mill Owner having managerial authority with respect to the subject matter of the misconduct. For purposes of this Section 13.2 and Section 13.3 : (x) “ intentional misconduct ” means the intentional doing of something with knowledge that it is likely to result in serious injury or property damage or with reckless disregard of its probable consequences, and (y) “ gross negligence ” means the failure to use such care as a reasonably prudent and careful Person would use under similar circumstances when such Person has knowledge of the results of such Person’s acts or omissions and is recklessly or wantonly indifferent to the results. Nothing in clause (viii) of this Section 13.2 shall limit the Mill Owner’s rights of action and defenses, if any, which may exist under applicable Law relating to the subject matter of this Agreement, including the Wastewater Treatment Terms.

Section 13.3         Indemnification by the Mill Owner .  The Mill Owner shall indemnify, defend and hold Ingevity and its Affiliates, and each of their respective officers, directors, employees, successors and assigns (collectively, the “Ingevity Indemnified Parties” ), harmless from and against all Losses (including, without limitation, any claim, demand, cause of action, or lawsuit in connection therewith) arising out of or resulting from:

(i)          with respect to third party claims (other than third party claims of a type covered by another provision of this Article 13 ), the performance of this Agreement by the Mill Owner, but only to the extent that Ingevity was not responsible for the subject matter of such Losses;

(ii)         except with respect to bodily injury or death to any employee of Ingevity caused by a Vehicle owned by Mill Owner or a Vehicle driven by a Mill Owner employee (which shall be subject to subsection (iv) of this Section 13.3 ), any bodily injury or death to any employee of Ingevity occurring on the Mill Property and resulting from or arising out of the gross negligence or intentional misconduct of the Mill Owner or any Agent of the Mill Owner;

(iii)        any damage to any Property located or found on the Carbon Plant Real Property caused by a Vehicle owned by the Mill Owner or a Vehicle driven by an employee of the Mill Owner;

(iv)        bodily injury or death to any employee of Ingevity or to a third party (who is not an employee of Ingevity or the Mill Owner) caused by a Vehicle owned by the Mill Owner or a Vehicle driven by any employee of the Mill Owner; and

(v)         any damage to any Property of a third party caused by the Mill Owner,

except, with respect to clauses (iii), (iv) and (v), to the extent that any such Loss is finally determined (in accordance with the Escalation Process or otherwise) to have arisen out of or resulted from the gross negligence or intentional misconduct of Ingevity or any such Affiliate, Agent, successor or assign.

Section 13.4         Notice of Claim .  Each party promptly shall notify the other party in writing of any Losses covered by the indemnification obligations of the other party under Section 13.1 or Section 13.2 (a “Notice of Claim” ). Without limiting any other obligation of the party receiving a Notice of Claim hereunder, such party shall promptly respond to the Notice of Claim and shall indemnify, defend and hold the party giving such Notice of Claim harmless from and against any cost, expense or other damage arising from or relating to the occurrence or damage that is the subject of the Notice of Claim in accordance with Section 13.1 or Section 13.2 , as the case may be.

Section 13.5         Force Majeure .  Neither party shall be liable to the other party under this Agreement for any delay in or failure of performance by the party of its obligations hereunder resulting from a Force Majeure Event if the party has used commercially reasonable efforts to perform notwithstanding the occurrence of the Force Majeure Event. If either party should become aware of a Force Majeure Event, it shall give the other party’s Contract Manager prompt notice. Each party shall use commercially reasonable efforts to mitigate or remedy the effects of a Force Majeure Event, and if the cause of the Force Majeure Event can be minimized or remedied, the parties shall use their respective commercially reasonable efforts to do so promptly.

Section 13.6         Duty to Mitigate .  Each party shall use commercially reasonable efforts to mitigate damages for which the other party would be liable under this Agreement.

Section 13.7         Other .  Each party shall use commercially reasonable efforts to require all contractors and third party invitees to the Mill Property and/or the Carbon Plant Real Property to execute releases of liability for the benefit of both the Mill Owner and Ingevity prior to entering such property.

Section 13.8         Limitation of Liability .  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT WITH RESPECT TO THE SERVICE LEVEL PAYMENTS (ALL OF WHICH ARE INTENDED TO BE LIQUIDATED DAMAGES BECAUSE ACTUAL DAMAGES MAY BE DIFFICULT TO DETERMINE), AND EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES UNDER THIS ARTICLE 13 (OTHER THAN SECTION 13.2(viii)), IN NO EVENT

SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE OR EXEMPLARY DAMAGES.

ARTICLE 14

CONTRACT MANAGERS; GOVERNANCE; DISPUTE RESOLUTION

Section 14.1         Contract Managers and Operating Council .  (a) Each of the parties from time to time shall designate an individual who shall be responsible for managing such party’s relationship with the other party and will serve as such party’s primary representative with respect to operational matters under this Agreement (a “Contract Manager” ). The initial Contract Manager shall be the Production Manager of the Mill for the Mill Owner and the Plant Manager of the Carbon Plant for Ingevity. Each Contract Manager shall be authorized to act for and on behalf of the party such Contract Manager is representing with respect to all day to day matters relating to this Agreement. A party shall provide as much notice as is practicable to the other party of any change in the individual who is designated by the party as its Contract Manager. Each party may rely on direction from and decisions regarding day-to-day administration of this Agreement by the Contract Manager of the other party as being the directions and decisions of the party represented by such Contract Manager, subject to any direction from a party or that party’s representatives on the Operating Council to the contrary.

(b)          The Contract Managers shall meet at least quarterly during the initial year of the Term and shall meet as frequently as they or the Operating Council determine necessary thereafter to review the performance by the parties under this Agreement and to consider other matters with respect to the administration of this Agreement.

(c)          An operating council (the “Operating Council” ) consisting of the Contract Manager and two other representatives designated by each party shall have overall responsibility for assisting the parties to this Agreement in the administration of this Agreement. The initial members of the Operating Council shall be the Production Manager of the Mill, the Mill Manager and the Mill Owner’s Vice President of Operations for the Mill Owner and the Plant Manager of the Carbon Plant, the Services and Support Manager of the Carbon Plant and Ingevity’s Vice President of Operations for Ingevity, or in each case a reasonably equivalent position designated by the Mill Owner or Ingevity, as the case may be. In addition, each party from time to time may designate alternate representatives, who shall be authorized to participate on the Operating Council on behalf of such party in the absence of one or more of its primary representatives. Each party shall provide as much notice as is practicable to the other party of any change in its designees on the Operating Council. The Operating Council shall meet on such a schedule, and for such purposes (within the authority of the Operating Council established by this Agreement), as the Operating Council shall approve. The presence of at least two representatives and/or alternates of each party at a meeting of the Operating Council shall be required for a quorum. The Operating Council shall act only at a meeting at which a quorum is present. Each party’s representatives on the Operating Council shall have, collectively, one vote, and any action shall be taken only with the affirmative vote of both parties’ representatives.

(d)          The Operating Council shall meet at least once each calendar year: (i) to review and discuss the processes, measurement methodologies and methods for calculating the amounts payable by the parties under Article 6 and other matters which this Agreement provides are subject to the Review Process and/or are to be reviewed by the Operating Council, to consider whether any adjustment to the manner in which measurements are made or the amounts payable under Article 6 are calculated should be made for the following year or whether any changes to other matters are to be made. In addition, at such other time or times as they may determine, the Mill Owner and Ingevity may agree to modify any such processes, measurement methodologies and methods for calculating the amounts payable under Article 6 or any other matters which this Agreement provides are subject to the Review Process and/or are to be

reviewed by the Operating Council. Any such adjustments pursuant to this Section 14.1(d) shall be made only by written agreement of the parties (without the need for a formal amendment to the Agreement as provided in Section 15.5 ). The process set forth in this Section 14.1(d) is referred to as the “Review Process . ”

(e)          Except as expressly provided in Section 14.1(d) , nothing in this Agreement shall be construed as permitting any amendment to, or waiver of, any provision of this Agreement (including, without limitation, any notice requirements) except in the manner expressly provided in Section 15.5 .

Section 14.2         Dispute Resolution .  (a)   Consideration by Contract Managers . All disputes, issues, controversies or claims between the parties hereunder ( “Disputes” ) shall first be referred to the Contract Managers for resolution. If the Contract Managers are unable to resolve, or do not anticipate resolving, a Dispute within 10 business days (or such other period as reasonably may be approved by them) after referral of the matter to them, then the parties shall submit the Dispute to the Operating Council for resolution. The Dispute escalation process described in this Section 14.2 is referred to as the “Escalation Process . ”

(b)           Escalation to Operating Council . If a Dispute has been submitted to the Operating Council for resolution, the Operating Council shall negotiate in good faith to resolve such Dispute within 10 business days (or such other period of time as may be approved by the Operating Council).

(c)           Escalation to Executive Management . If the Operating Council does not resolve a Dispute within 10 business days (or such other period of time as may be approved by the Operating Council) after referral of the matter to it, then either party may notify the other in writing that it desires to elevate such Dispute to the respective executive management of the Mill Owner, who shall be the President, Paper Solutions of the Mill Owner’s ultimate parent (as of the Effective Date, WestRock Company), or reasonably equivalent officer designated by the Mill Owner, and of Ingevity, who shall be Ingevity’s Chief Executive Officer (as of the Effective Date, D. Michael Wilson) (collectively, the “Executive Management” ) for resolution. Upon receipt by the other party of such written notice, the Dispute shall be so elevated and the Executive Management shall negotiate in good faith to resolve such Dispute within 10 business days (or such other period as may be approved by the Executive Management) after referral of the matter to the Executive Management (the last day of such period is referred to as the “Conclusion of the Escalation Process” ).

(d)           Negotiation of Disputes . During the Escalation Process, each party’s representatives shall negotiate in good faith. The location, format, frequency, duration and conclusion of the discussions between the Contract Managers, the Operating Council and the Executive Management, respectively, shall be left to the discretion of the representatives involved. Discussions and correspondence among such representatives for purposes of these negotiations shall be treated as Confidential Information and information developed for purposes of settlement, exempt from discovery and production, which shall not be admissible in subsequent proceedings between the parties. Documents identified in or provided with such communications, which are not prepared for purposes of the negotiations, are not so exempted and may, if otherwise admissible, be admitted in evidence in such subsequent proceeding.

(e)           Participation in Escalation Process . Notwithstanding anything else in this Agreement to the contrary, and except as provided below in this Section 14.2(e) , the parties shall participate in the Escalation Process to until the Conclusion of the Escalation Process, and shall not terminate negotiations concerning resolution of the matters in Dispute until the earlier of the Conclusion of the Escalation Process or expiration or termination of this Agreement (so long as termination of this Agreement is not the subject of the Dispute). No party shall commence a lawsuit or seek other remedies with respect to the Dispute (including termination of this Agreement) prior to the Conclusion of the Escalation Process, provided that either party is authorized to institute formal legal proceedings at any time: (i) to avoid the

expiration of any applicable statute of limitations period, (ii) to preserve a superior position with respect to other creditors, or (iii) to seek an injunction to prevent irreparable harm, including in situations where the party reasonably believes that the matter involved in the Dispute may result in such party’s operations being significantly curtailed or shut down.

ARTICLE 15

MISCELLANEOUS

Section 15.1         Confidential Information .  Each party recognizes that the other party’s business interests require the fullest reasonably practical protection and confidential treatment of all information related to the other party’s business and this Agreement that is not generally known by the public, including, without limitation, documents, writings, memoranda, business plans, illustrations, designs, plans, know-how, technology, financial information, personnel data, processes, formulas, programs, inventions, reports, sources of supply, customer lists, supplier lists, pricing policies, operational methods, marketing plans or strategies, product development techniques, business acquisition plans, methods of manufacture, trade secrets and all other valuable or unique information and techniques acquired, developed or used by the other party that the party provided, or to which the party otherwise gains access, through the transactions contemplated by this Agreement (hereinafter collectively termed “Protected Information” ). Protected Information shall not include: (i) information which is or becomes part of the public domain through no breach of this Agreement by any party, or (ii) information that becomes available to a party or any of its Affiliates on a non-confidential basis from a source other than the other party. Each party shall, and shall cause Affiliates controlled by it to, hold all such Protected Information in confidence and not, directly or indirectly, to appropriate, divulge, disclose or otherwise disseminate to any other Person nor use in any manner any Protected Information. Notwithstanding the foregoing, nothing in this Section 15.1 shall prohibit any party or any of its Affiliates from disclosing any Protected Information to comply with any Law or any subpoena or other legal process (provided that the party shall provide the other party with notice as far in advance of any such disclosure as is practicable in order for the other party to seek a protective order or other assurance of the protection of any Protected Information the party or any such Affiliate is required to disclose).

Section 15.2         Independent Contractors .  No relationship of employer and employee, or master and servant, is intended to exist, nor shall any be construed to exist, between the Mill Owner and Ingevity, or between either party and any servant, agent, employee, subcontractor or supplier of or to the other party. Each party shall select and pay its own servants, agents, employees, subcontractors and suppliers, and neither party nor any of its servants, agents, employees, subcontractors and suppliers shall be subject to any orders, supervision or control of the other party. The parties acknowledge that this Agreement does not create a partnership, joint venture or any relationship other than a contract between independent parties.

Section 15.3         Assignment by Ingevity .  Except as otherwise provided in this Section 15.3 , this Agreement may not be assigned by Ingevity in whole or in part. Notwithstanding the foregoing, Ingevity may assign this Agreement, with prior written notice to the Mill Owner, to: (i) any Affiliate of Ingevity who is and at all times during the Term remains controlled by Ingevity (provided, however, that no such assignment shall relieve Ingevity of any obligations under this Agreement), or (ii) any Person who acquires all or substantially all of the assets of the Carbon Plant and who assumes all of the liabilities and obligations of Ingevity under this Agreement, or any party into which Ingevity is merged, subject to such Person reasonably demonstrating to the Mill Owner that such Person’s creditworthiness is equal to or better than the creditworthiness of Ingevity at the time of such assumption or merger. In the event of any permitted assignment of this Agreement by either party, the assignor shall be released from its obligations hereunder and the designated assignee shall assume, in writing, all of the rights and obligations of the assigning party under this Agreement. Any purported assignment or transfer of this Agreement in

violation of this Section 15.3 shall be void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Section 15.4         Assignment by the Mill Owner .  Except as otherwise provided in this Section 15.4 , this Agreement may not be assigned by the Mill Owner in whole or in part. Notwithstanding the foregoing, the Mill Owner may assign this Agreement, with prior written notice to Ingevity, to: (i) any Affiliate of the Mill Owner who is and at all times during the Term remains controlled by the Mill Owner (provided, however, that no such assignment shall relieve the Mill Owner of any obligations under this Agreement), or (ii) any Person who acquires all or substantially all of the assets of the Mill and, who assumes all of the liabilities and obligations of the Mill Owner under this Agreement, or any party into which Mill Owner is merged. In the event of any permitted assignment of this Agreement by either party, the assignor shall be released from its obligations hereunder and the designated assignee shall assume, in writing, all of the rights and obligations of the assigning party under this Agreement. Any purported assignment or transfer of this Agreement in violation of this Section 15.4 shall be void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Section 15.5         Amendment; Waiver .  No amendment, modification or discharge of this Agreement, and no waiver under this Agreement, shall be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge or waiver is sought. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair the rights of the party granting such waiver in any other respect or at any other time. The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of this Agreement or take advantage of any of its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights, but the same shall continue and remain in full force and effect.

Section 15.6         Entire Agreement .  This instrument constitutes the entire agreement between the parties relating to the subject matter hereof and there are no agreements, understandings, conditions, representations, or warranties not expressly set forth herein.

Section 15.7         Choice of Law and Venue .  The rights and obligations of the parties under the Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and of the United States, without giving effect to the principles of Virginia law relating to the conflict or choice of laws. Any legal action, suit or proceeding brought by a party that in any way arises out of this Agreement ( “Proceeding” ) must be litigated exclusively in the United States District Court for the Eastern District of Virginia (Richmond Division) or the Circuit Court of the County of Henrico, Virginia (the “Identified Courts” ). Each party hereby irrevocably and unconditionally: (i) submits to the jurisdiction of the Identified Courts for any Proceeding; (ii) shall not commence any Proceeding, except in the Identified Courts; (iii) waives, and shall not plead or make, any objection to the venue of any Proceeding in the Identified Courts; (iv) waives, and shall not plead or make, any claim that any Proceeding brought in the Identified Courts has been brought in an improper or otherwise inconvenient forum; and (v) waives, and shall not plead or make, any claim that the Identified Courts lack personal jurisdiction over it.

Section 15.8         Binding Agreement; Successors .  This Agreement shall bind the parties to this Agreement and their respective successors (including, without limitation, any successor to the Mill Owner as owner of the Mill and any successor to Ingevity as owner of the Carbon Plant) and shall bind, and inure to the benefit of, their permitted assigns under Sections 15.3 and 15.4 . Nothing in this Agreement is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement as a third party beneficiary; provided that this Agreement shall inure to the benefit of each Person entitled to indemnification under Article 13 .

Section 15.9         Headings and Other Interpretations .  The section and other headings in this Agreement are inserted solely as a matter of convenience and for reference, are not a part of this Agreement, and shall not be deemed to affect the meaning or interpretation of this Agreement. As used in this Agreement, unless otherwise provided to the contrary, (a) all references to days will be deemed references to calendar days unless expressly stated otherwise and (b) any reference to a “ Section ” or Schedule shall be deemed to refer to a section or schedule of this Agreement. The Recitals and Exhibits to the Agreement are part of the Agreement and are hereby incorporated herein by reference. Unless the context otherwise requires, as used in this Agreement, all terms used in the singular will be deemed to refer to the plural as well, and vice versa. The words “ hereof, ” “ herein ” and “ hereunder ” and words of similar import referring to this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Whenever the words “ include, ” “ includes ” or “ including ” are used in this Agreement, they will be deemed to be followed by the words “ without limitation. ” References in this Agreement to “ $ ” will be deemed a reference to United States dollars.

Section 15.10       Counterparts .  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 15.11       Schedules .  All schedules to this Agreement referenced herein are incorporated herein by reference.

Section 15.12       Severability, etc . Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or unenforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any term or provision of this Agreement is so broad as to be invalid or unenforceable, the provision shall be interpreted to be only so broad as is valid or enforceable. Subject to the foregoing provisions of this Section 15.12 , if any term or provision of this Agreement is invalid or unenforceable for any reason, such circumstances shall not have the effect of rendering such term or provision invalid or unenforceable in any other case or circumstance.

Section 15.13       No Presumption Against Drafter .  Each of the parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event of any ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by each of the parties hereto and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any of the provisions of this Agreement.

[Remainder of page intentionally left blank.] 

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

[Signature page to Covington Plant Services Agreement]

Exhibit 10.5

COVINGTON PLANT

GROUND LEASE AGREEMENT

between

WESTROCK VIRGINIA, LLC

and

INGEVITY VIRGINIA CORPORATION

Dated as of February 1, 2016

TABLE OF CONTENTS

GROUND LEASE AGREEMENT

THIS AGREEMENT (this “Lease” ) is made as and effective as of 12:01 a.m. on February 1, 2016 (the “Effective Date” ) between WESTROCK VIRGINIA, LLC, a Delaware limited liability company, as landlord (the “Mill Owner” ), and INGEVITY VIRGINIA CORPORATION, a Virginia corporation, as tenant ( “Ingevity” ), under the following circumstances:

A.           Pursuant to the Distribution Agreement of even date herewith between the Mill Owner and Ingevity, certain of the assets and liabilities of the specialty chemicals business of WestRock Company, including the Carbon Plant (as hereinafter defined) operated in conjunction with and within the Mill Owner’s paperboard and pulp mill in Covington, Virginia, are being distributed from the Mill Owner to Ingevity. Following such distribution, Ingevity will operate the Carbon Plant.

B.           The parties are entering into this Lease to set forth their agreement with respect to Ingevity’s lease of the real property within the Mill Owner’s mill complex upon which Ingevity’s Carbon Plant is located. This Lease is intended to be a transfer of all of the economic benefits and burdens of owning the real property on which the Carbon Plant is located from the Mill Owner to Ingevity and thereafter is intended to be a retention by Ingevity of such real property for U.S. federal income tax purposes.

NOW, THEREFORE, in consideration of the mutual covenants described in this Lease and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and intending to be legally bound hereby, the Mill Owner and Ingevity agree as follows:

Article 1

DEFINITIONS

When used in this Lease, the following terms shall have the meanings indicated:

“Abandoned” means, with respect to any Easement Right established under this Lease, the relinquishment of such Easement Right by written notice of such relinquishment given by the Easement Right Holder to the Plant Owner whose property was subject to such Easement Right.

“Access” means ingress and egress for pedestrian and vehicular traffic, including cars, trucks and other vehicles, by the Easement Right Holder and its Personnel, including the nonexclusive right to use all roads, sidewalks, pathways, corridors, gates, bridges and other access ways.

“Access Area” means: (i) in the case of the Mill Real Property, the portion of the Mill Real Property as to which Ingevity has an Access Right under this Lease, and (ii) in the case of the Carbon Plant Real Property, the portion of the Carbon Plant Real Property as to which the Mill Owner has an Access Right under this Lease.

“Access Rights” means the Easement Rights described in Sections 3.2 and 3.3.

“Affiliate” means, as to any Person: (a) any subsidiary of such Person and (b) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For the purposes of this definition, “control” means the possession of the power to direct or cause the direction of management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent” has the meaning given that term in Section 11.1(a)(i).

“Annual Fair Market Rental Value” means the amount of annual rent which the Sawdust Area Expansion Property would bring if exposed upon the open market for a reasonable length of time, the lessor being willing but under no compulsion to lease and the lessee being willing but under no compulsion to lease, pursuant to the terms set forth in this Lease (including, without limitation, the Purchase Option and the deemed exercise of the Purchase Option at the end of the Term as provided in Section 22.1(b) for the remainder of the Term, and both parties having full knowledge as to the rights and limitations set forth in this Lease.

“Cap-Off” means to take all action necessary to shut off completely, seal and secure any Utility Facilities at the point at which such Utility Facilities intersect the common boundary line of the Mill Real Property and the Carbon Plant Real Property or, if impractical at such point, then at such other point as the parties may reasonably agree.

“Carbon Plant” means the buildings, improvements, fixtures, equipment and other assets directly or beneficially owned by Ingevity and located on the Carbon Plant Real Property, but does not include the Mill Owner Retained Assets, the Co-located Continuous Assets owned by the Mill Owner and the Mill Owner Natural Gas Utility Facilities.

“Carbon Plant Real Property” means the real property owned as of the Effective Date by the Mill Owner and/or one or more of its Affiliates and located within the Mill complex in Covington, Virginia containing approximately 20 acres and being more particularly described in Exhibit A-1 attached hereto and made a part hereof (but excluding the Truck Shop Property) which is being leased by the Mill Owner to Ingevity pursuant to this Lease as part of the Leased Premises. If Ingevity exercises the Sawdust Area Expansion Option, the Carbon Plant Real Property shall include the Sawdust Area Expansion Property from the effective date of such expansion, and if Ingevity exercises the Truck Shop Expansion Option, the Carbon Plant Real Property shall include the Truck Shop Property from the effective date of such expansion. For purpose of the Easement Rights, the Carbon Plant Real Property includes the Carbon Plant located on the Carbon Plant Real Property.

“Carbon Plant Services” means the services to be provided by the Mill Owner to the Carbon Plant pursuant to the Services Agreement.

“Co-located Continuous Assets” has the meaning given that term in Section 3.6(a).

“Conclusion of the Escalation Process” has the meaning given that term in Section 23.1(e).

“Condemning Authority” has the meaning given that term in Section 12.2.

“Consultant” has the meaning given that term in Section 11.7.

“Construction Standards” has the meaning given that term in Section 9.1.

“Continuous Assets” means those assets, such as pipelines, pipe bridges, wires, cables, conveyors and other similar assets, that are located partially on the Mill Real Property and partially on the Carbon Plant Real Property. Those Continuous Assets that are not Mill Owner Retained Assets are owned in part by the Mill Owner and in part by Ingevity, while those Continuous Assets that are Mill Owner Retained Assets are owned solely by the Mill Owner. In the case of Continuous Assets that are Utility Facilities serving the Carbon Plant and the Mill, the main distribution lines (including, without limitation, the Mill Owner Natural Gas Utility Facilities) are owned by the Mill Owner and the dedicated lines connecting the main distribution lines to the Carbon Plant which serve only the Carbon Plant (including, without limitation, the Ingevity Natural Gas Utility Facilities), are owned by Ingevity. The

Continuous Assets as of the Effective Date and the portions of each owned by each party are listed on Exhibit C . Exhibit C also indicates, as of the Effective Date, the Continuous Assets that are Mill Owner Retained Assets.

“Contract Manager” has the meaning given that term in Section 23.1(a).

“Default Rate” means a fixed rate equal to: (i) the three month London interbank offered rate (LIBOR) as of the date of determination, as reported in the Wall Street Journal Money Rate column (or, in the event the Wall Street Journal no longer is published, or no longer publishes such rate, such other similarly determined rate as the Mill Owner and Ingevity mutually agree), plus (ii) 5% per annum.

“Dispute” has the meaning given that term in Section 23.1(c).

“Easement Rights” means the Mill Owner Easement Rights and/or the Ingevity Easement Rights.

“Easement Right Holder” means: (i) with respect to a Mill Owner Easement Right, the Mill Owner, and (ii) with respect to an Ingevity Easement Right, Ingevity.

“Effective Date” has the meaning given that term in the preamble to this Lease.

“Emergency” means an event or occurrence that requires immediate action by either party to this Lease: (a) for the protection of persons or property; or (b) to comply with any applicable Laws to the extent that noncompliance therewith may imminently, adversely affect any of the operations, property or financial condition of either party hereto or would result, or may be asserted or alleged to result, in any criminal liability of such party.

“Environmental Claim” refers to any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, notice of violation, judicial or administrative proceeding, judgment, letter or other communication from any Governmental Authority, department, bureau, office or other authority, or any third party involving violations of Environmental Laws, Handling of Hazardous Substances or Releases of Hazardous Substances.

“Environmental Condition” means any condition, known or unknown, foreseen or unforeseen, arising out of: (1) the handling, Releases, threat of Release or exposure of Persons to Hazardous Substances; (2) any violation of Environmental Laws; (3) the Handling of Hazardous Substances; and (4) any Environmental Claim.

“Environmental Indemnity Claim” has the meaning given that term in Section 11.4(c).

“Environmental Laws” means all Laws relating to public health and safety, and pollution or protection of the environment, or that classify, regulate, call for the remediation of, require reporting with respect to, or list or define air, water, groundwater, solid waste, hazardous or toxic substances, materials, wastes, pollutants or contaminants; which regulate the presence, use, manufacture, generation, handling, labeling, testing, transport, treatment, storage, processing, discharge, disposal, release, threatened release, control, or cleanup of Hazardous Substances or materials containing Hazardous Substances; or which are intended to assure the protection, safety and good health of the public. “Environmental Laws” include applicable Environmental Permits.

“Environmental Liabilities” means any Losses, including without limitation, capital costs and costs of investigation, Remedial Action or other response actions, known or unknown, foreseen or

unforeseen, arising out of: (i) Environmental Conditions, (ii) any violation of any Environmental Law, (iii) the handling of Hazardous Substances, or (iv) any Environmental Claim; provided, however, that, for the avoidance of doubt, the foregoing shall not include any Losses after the Effective Date from increases in operating expenses of either the Mill Owner’s Business or Ingevity’s Business, including, without limitation, depreciation, wages, administration of environmental programs, chemicals, sewer fees and permit fees (it being acknowledged and agreed, however, that any fines and penalties incurred in connection with any failure to have or comply with an Environmental Permit shall constitute Environmental Liabilities hereunder).

“Environmental Permits” means any licenses, permits, quotas, authorizations, consents, orders, franchises, filings or registrations, variances, exceptions, security clearances and other approvals from any Governmental Authority under Environmental Laws including, without limitation, those that are required to generate, store, handle, transport, discharge, emit or dispose of Hazardous Substances used or generated by the party.

“Escalation Process” has the meaning given that term in Section 23.1(c).

“Excluded Removal Property” has the meaning given that term in Section 14.1.

“Executive Management” has the meaning given that term in Section 23.1(e).

“Fair Market Value of the Leased Premises” means the price at which the Leased Premises would be sold if exposed upon the open market for a reasonable length of time, the buyer being willing but under no compulsion to buy and the seller being willing but under no compulsion to sell.

“Fee Mortgage” has the meaning given that term in Section 16.2.

“Force Majeure Event” means any cause, condition or event beyond a party’s reasonable control that delays or prevents other party’s performance of its obligations hereunder, including war, acts of government, acts of public enemy, riots, civil strife, lightning, fires, explosions, storms, floods, power failures (including brown-outs, surges or other situations where the utility generates less than full power), other acts of God or nature, labor strikes or lockouts by the party employees and other similar events or circumstances; provided, however, that adverse financial or market conditions shall not constitute a Force Majeure Event.

“Governmental Authority” means any government or governmental or regulatory body thereof, or political subdivision thereof, of any country or subdivision thereof, whether national, federal, state or local, or any agency or instrumentality thereof, or any court or arbitrator (public or private).

“Handling” means any manner of generating, accumulating, storing, treating, disposing of, or transporting, as any such terms may be defined in any Environmental Law, of Hazardous Substances.

“Hazardous Substances” means any hazardous substance within the meaning of Section 101(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § 9601(14) ( “CERCLA” ) or any chemical, pollutant, contaminant, waste or otherwise toxic, hazardous, extremely hazardous or radioactive waste, including petroleum, petroleum derivatives, petroleum by-products or other hydrocarbons, asbestos containing materials and polychlorinated biphenyls that, in each case, is regulated under any applicable Environmental Law.

“Indemnified Party” has the meaning given that term in Section 11.4(c).

“Indemnifying Party” has the meaning given that term in Section 11.4(c).

“Ingevity” has the meaning set forth in the preamble to this Lease, and includes any permitted successors as owner and operator of the Carbon Plant.

“Ingevity Easement Rights” means those certain rights with respect to the Mill Real Property granted to Ingevity pursuant to Article 3 of this Lease.

“Ingevity Indemnified Parties” has the meaning given that term in Section 11.3.

“Ingevity Natural Gas Utility Facilities” has the meaning given that term in Section 3.10(a).

“Ingevity’s Business” means the operation of the Carbon Plant as it was being operated on the Effective Date and any expansion of such business permitted under Section 8.1.

“Law” means any national, federal, state or local law (including common law), statute, constitutional provision, code, ordinance, rule, regulation, directive, concession, order or other requirement or guideline of any country or subdivision thereof.

“Leased Premises” has the meaning given that term in Section 2.1.

“Losses” means all demands, claims, causes of action, administrative orders and notices, losses, costs, fines, liabilities, penalties, damages (direct or indirect) and expenses (including, without limitation, reasonable legal, paralegal, accounting and consultant fees, amounts paid in settlement, judgments and other expenses incurred in the investigation and defense of claims and actions).

“Maintain” means to maintain, inspect, preserve, protect, repair and replace, and “Maintenance” means the maintenance (both preventive and predictive), inspection (including testing), preservation, repair and replacement.

“Mill” means the Mill Owner’s Covington, Virginia paperboard and pulp mill. The Mill does not include the Carbon Plant.

“Mill Indemnified Parties” has the meaning given that term in Section 11.2.

“Mill Owner” has the meaning given that term in the preamble to this Lease, and includes any permitted successors as owner of the Mill Real Property and the fee interest in the Carbon Plant Real Property (other than Ingevity).

“Mill Owner Easement Rights” means those certain rights with respect to the Carbon Plant Real Property retained by the Mill Owner pursuant to Article 3 of this Lease.

“Mill Owner Natural Gas Utility Facilities” has the meaning given that term in Section 3.10(a).

“Mill Owner Retained Assets” means: (i) any Continuous Assets that pass under, on or over the Carbon Plant Real Property and serve the Mill but do not also serve the Carbon Plant (which include, without limitation, certain pipe bridges and conveyors), and (ii) the Truck Shop Property (which, for clarity, is excluded from the Carbon Plant Real Property). The Mill Owner Retained Assets as of the Effective Date (other than the Truck Shop Property) are listed on Exhibit C .

“Mill Owner’s Business” means the operation of the Mill by the Mill Owner, including the manufacture and distribution by the Mill Owner of solid bleached sulfite board and related products and related activities at the Mill.

“Mill Real Property” means the real property on which the Mill is located. For clarity, the Mill Real Property does not include the Carbon Plant Real Property, but does include the Truck Shop Property.

“Mortgage” has the meaning given that term in Section 16.1.

“Mortgagee” has the meaning given that term in Section 16.1.

“Non-Controlling Party” has the meaning given that term in Section 11.5.

“Non-Curable Default” has the meaning given that term in Section 17.2(c).

“Operating Council” has the meaning given that term in Section 23.1(b).

“Party Wall” means the common, or party, structural wall between the former board mill building on the Carbon Plant Real Property and the hydropulper building on the Mill Real Property.

“Permanent Closure of the Carbon Plant” means a shutdown of the Carbon Plant in which no products are being manufactured, processed or stored on a routine basis consistent with normal business practices for the Carbon Plant if such closure has exceeded, or will exceed, one year.

“Permitted Encumbrances” has the meaning given that term in Section 2.3.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, representative office, branch, Governmental Authority or other similar entity, other than the Mill Owner or Ingevity.

“Personnel” means the Affiliates, officers, directors, employees, agents, contractors, consultants, vendors, invitees and representatives of a party to the Agreement and of the party’s Affiliates.

“Plant Owner” means, with respect to the Carbon Plant and Ingevity’s rights in the Carbon Plant Real Property, Ingevity; and with respect to the Mill and the Mill Real Property, the Mill Owner.

“Plant Owner’s Rules and Regulations” means all reasonable rules, regulations and procedures established from time to time by a Plant Owner with respect to the exercise by the other party to this Lease and its Personnel of such other party’s Easement Rights on the Plant Owner’s property and which govern and direct safety, environmental, security and emergency matters or the conduct of any Personnel of the other party while on such property, but only if such other party has reasonable prior written notice of such rules, regulations and procedures.

“Potable Water Utility Facilities” has the meaning given that term in Section 3.9(a).

“Property” has the meaning given that term in Section 11.1(a).

“Purchase Option” has the meaning given that term in Section 22.1.

“Purchase Option Closing” has the meaning given that term in Section 22.2(b).

“Purchase Option Exercise Notice” has the meaning given that term in Section 22.1.

“Rail Facilities” has the meaning given that term in Section 3.5.

“Release” means any spilling, leaking, pumping, pouring, emitting, discharging, injecting, dumping or disposing of Hazardous Substances into the environment, including the abandonment or discarding of barrels, containers, and other closed receptacles containing any Hazardous Substance or pollutant or contaminant.

“Relocate” means to move or otherwise change or alter the location of any Utility Facilities, other Continuous Assets or Access Area, including changing the height at or above grade or depth below grade of any such Utility Facilities or other Continuous Assets.

“Relocated Facility” has the meaning given that term in Section 3.18(b).

“Rent” has the meaning given that term in Section 5.1.

“Remedial Action” means any action to investigate, evaluate, assess, including without limitation, conducting a risk assessment of, test, monitor, remove, respond to, treat, abate, remedy, correct, clean-up or otherwise remediate, the Release or presence of any Hazardous Substance, including the imposition of engineering or institutional controls, any closure activities, post-closure or monitoring and any operation and maintenance relating to any such remedial activities or Environmental Condition.

“Remove” means to remove all or any portion of any Utility Facilities or any other personal property or improvements to real property owned by a party and located within the other party’s property as directed and approved by the Plant Owner (or, in the case of Section 14.1, the Mill Owner) in a safe and secure, workmanlike manner so that such removal will proceed diligently and continuously, without material interruption of or interference with the operations of the Plant Owner, all to the reasonable satisfaction of the Plant Owner (or, in the case of Section 14.1, the Mill Owner) and subject to all applicable Laws.

“Responsible Party” has the meaning given that term in Section 11.5.

“Restore” means to return real property and all improvements located thereon substantially to the state and condition of such real property and improvements as of the Effective Date.

“Sawdust Area Expansion Effective Date ” has the meaning given that term in Section 21.2(a).

“Sawdust Area Expansion Exercise Notice” has the meaning given that term in Section 21.1.

“Sawdust Area Expansion Option” has the meaning given that term in Section 21.1.

“Sawdust Area Expansion Property” has the meaning given that term in Section 21.1.

“Separation Agreement” means the Separation and Distribution Agreement to be entered into after the Effective Date by and between WestRock Company and Ingevity Corporation.

“Services Agreement” means the Covington Plant Services Agreement between the Mill Owner and Ingevity of even date herewith, as the same may be amended from time to time.

“Storm Drainage Facilities” has the meaning given that term in Section 3.7(a).

“Taxes” has the meaning given that term in Section 7.2.

“Temporary Construction Activities” has the meaning given that term in Section 3.15(b).

“Temporary Construction Right” has the meaning given that term in Section 3.15(b).

“Term” has the meaning given that term in Section 4.1.

“Termination Date” means the date on which this Lease terminates as provided in Section 4.1.

“Third Party Claim” has the meaning given that term in Section 11.4(c)

“Truck Shop Property” means the building used by the Mill Owner as a truck repair shop as of the Effective Date (sometimes referred to as the Auto Garage), which is more particularly described on Exhibit A-1A.

“Truck Shop Expansion Effective Date” has the meaning given that term in Section 21.5

“Truck Shop Expansion Exercise Notice” has the meaning given that term in Section 21.4

“Truck Shop Expansion Option” has the meaning given that term in Section 21.4

“Truck Shop Report” means the confidential WestRock, Covington, VA Auto Garage FEP3 Report dated September 25, 2015 prepared by Jacobs Engineering, Greenville, South Carolina.

“Utility Facilities” means any pipeline, utility line, electrical line, cable, sanitary or storm sewer, sump, pipe, conduit, duct or other line or wire that transmits or transports any Utility Product, together with: (i) all mechanical and other equipment that treats, stores, converts, adapts, pumps or vents any Utility Product and all utility poles, pipe racks, fittings, furnishings and other incidental property (whether deemed to be real property or personal property) which comprise an integral part thereof and are designed and used in connection with the transmission or transportation of such Utility Product, and (ii) any equipment or other item referred to herein as a “ Utility Facility ” or as “ Utility Facilities. ”

“Utility Product” means any gas, liquid, chemical, compound, current or impulse (whether electrical or otherwise) or other substance that it supplied or transmitted through any Utility Facilities.

“Vehicle” has the meaning given that term in Section 11.2(ii).

“Wastewater Utility Facilities” shall have the meaning set forth in Section 3.8(a).

Article 2

THE LEASE

Section 2.1            Leased Premises . The Mill Owner hereby leases the Carbon Plant Real Property to Ingevity and grants to Ingevity the Ingevity Easement Rights (the Carbon Plant Real Property and the Ingevity Easement Rights hereinafter collectively are referred to as the “Leased Premises” ).

Section 2.2            Carbon Plant and Mill Owner Retained Assets Excluded . The Leased Premises do not include the Carbon Plant located on the Carbon Plant Real Property, which is owned by Ingevity. The Leased Premises also do not include: (i) the Mill Owner Retained Assets, which are located on the Carbon Plant Real Property but are owned and used exclusively by the Mill Owner, (ii) the Co-Located Continuous Assets owned by the Mill Owner and located on the Carbon Plant Real Property, or (iii) the Mill Owner Natural Gas Utility Facilities. The Carbon Plant and any other improvements now or hereafter located on the Carbon Plant Real Property (other than the Mill Owner Retained Assets and the Co-Located Continuous Assets owned by the Mill Owner and located on the Carbon Plant Real Property) are and shall remain the property of Ingevity, subject to the provisions of Article 14. Ingevity shall have the absolute and unrestricted right to remove all or any portion or portions of the Carbon Plant and any such other improvements (other than the Mill Owner Retained Assets, the Co-Located Continuous Assets owned by the Mill Owner and located on the Carbon Plant Real Property and the Mill Owner Natural Gas Utility Facilities located on the Carbon Plant Real Property) at any time during the Term; provided, however, that if Ingevity so removes any portion of the Carbon Plant prior to the end of the Term, Ingevity shall, to the extent required by Law or the Mill Owner, comply with the requirements of Section 14.1 with respect to the portion of the Carbon Plant Real Property on which such removed portion or portions of the Carbon Plant were located as if such portion of the Carbon Plant Real Property were then being surrendered to the Mill Owner pursuant to Section 14.1.

Section 2.3            Permitted Encumbrances . The Leased Premises are leased to Ingevity by the Mill Owner subject to the following (collectively, the “Permitted Encumbrances” ): (a) the Mill Owner Easement Rights, which are retained by the Mill Owner, (b) all legal highways, (c) all easements, covenants, instruments, agreements and restrictions of record on the Effective Date (other than liens securing indebtedness of the Mill Owner, judgment liens against the Mill Owner and mechanics liens created as a result of the activities of the Mill Owner for which Ingevity and its Affiliates are not responsible pursuant to the Separation Agreement), (d) all Taxes not yet due and payable, (e) any state of facts that would be disclosed by a current survey or physical inspection of the Carbon Plant and the Leased Premises, (f) all Laws with respect to the use, occupancy, subdivision or improvement of the Leased Premises, and (g) the lien of any Fee Mortgage subject to the provisions of Section 16.2.

Section 2.4            Condition of the Leased Premises . Ingevity is leasing the Leased Premises from the Mill Owner in their present condition, “AS IS,” on the Effective Date. Ingevity acknowledges that it has previously possessed the Leased Premises and is familiar with the Leased Premises and inspected the Leased Premises prior to taking possession under this Lease. Except as otherwise expressly provided in this Lease or the Services Agreement, the Mill Owner shall have no obligation to construct or install any improvements on the Leased Premises or to renovate, recondition, alter or improve the Leased Premises in any manner in connection with this Lease, and Ingevity hereby accepts the Leased Premises “as-is” on the Effective Date. There are and shall be no implied warranties of merchantability, habitability, fitness for a particular purpose or of any other kind arising out of this Lease, and there are no warranties (express or implied) given by the Mill Owner concerning the Leased Premises.

Article 3

EASEMENT RIGHTS

Section 3.1            Easement Rights Generally . During the Term, Ingevity shall have the Ingevity Easement Rights and the Mill Owner shall have the Mill Owner Easement Rights, in each case as described in this Article 3 and subject to the limitations and restrictions set forth in this Lease.

Section 3.2            Ingevity Access Rights . The Ingevity Easement Rights include a non-exclusive right of Access over the Mill Real Property, but only to the extent necessary, and only over such portions of the Mill Real Property as are reasonably necessary, to provide Access: (a) to the Carbon Plant, (b) to permit Ingevity to provide services, perform duties, obligations and responsibilities, and exercise rights under this Lease and the Services Agreement, including, without limitation, to inspect, Maintain, use and operate those Co-Located Continuous Assets for which Ingevity has rights or responsibilities under this Lease or under the Services Agreement and the Ingevity Natural Gas Utility Facilities, and (c) to inspect, Maintain, use and operate the Carbon Plant on the Carbon Plant Real Property and otherwise to conduct Ingevity’s Business on the Carbon Plant Real Property. The rights of Access described in this Section 3.2 shall be for the benefit of Ingevity and its Personnel. The rights of Access described in this Section 3.2 that relate solely to rights, duties, obligations or responsibilities of Ingevity under the Services Agreement shall terminate on such date as Ingevity no longer has the related rights, duties, obligations or responsibilities under the Services Agreement. The locations of the Ingevity Access Rights as of the Effective Date are set forth on Exhibit A-3 .

Section 3.3            Mill Owner Access Rights . The Mill Owner Easement Rights shall include a non-exclusive right of Access over the Carbon Plant Real Property, but only to the extent necessary, and only over such portions of the Carbon Plant Real Property as are reasonably necessary, to provide Access: (a) to permit the Mill Owner to provide services, perform duties, obligations and responsibilities, and exercise rights under this Lease and the Services Agreement, including, without limitation, to Maintain, use and operate the Mill Owner Retained Assets, the Mill Owner Natural Gas Utility Facilities and the

Co-Located Continuous Assets and for which the Mill Owner has rights or responsibilities under this Lease or under the Services Agreement, (b) to inspect, Maintain, use and operate the Mill on the Mill Real Property and otherwise to conduct the Mill Owner's Business on the Mill Real Property, and (c) to place temporary cranes for performing maintenance and construction work on structures located on the Mill Real Property at the locations indicated on Exhibit F . The rights of Access described in this Section 3.3 shall be for the benefit of the Mill Owner and its Personnel. The rights of Access described in this Section 3.3 that relate solely to rights, duties, obligations or responsibilities of the Mill Owner under the Services Agreement shall terminate on such date as the Mill Owner no longer has the related rights, duties, obligations or responsibilities under the Services Agreement. The locations of the Mill Owner Access Rights as of the Effective Date are set forth on Exhibit A-2 .

Section 3.4            Parking Rights . Subject to Section 3.21, the Ingevity Easement Rights shall include a non-exclusive right to use the parking areas on the Mill Real Property adjacent to the Carbon Plant Real Property for purposes of parking cars, trucks and other vehicles by Ingevity and its Personnel in connection with the conduct of Ingevity’s Business. Subject to Section 3.21, the Mill Owner Easement Rights shall include a non-exclusive right to use the parking areas on the Carbon Plant Real Property for purposes of parking cars, trucks and other vehicles by the Mill Owner and its Personnel in connection with the conduct of the Mill Owner’s Business.

Section 3.5            Rail Facilities . The Carbon Plant is served by existing rail facilities located on the Mill Real Property as identified on Exhibit B (such existing rail facilities as shown on Exhibit B (including, without limitation, the railcar repair and cleaning track) and any additional or replacement rail facilities in the future located on the Mill Real Property are referred to collectively as the “Rail Facilities” ). The Ingevity Easement Rights shall include a non-exclusive right to use the Rail Facilities in connection with Ingevity’s Business for the purposes of switching, railcar storage, repair and cleaning and providing railcar deliveries and shipments to and from the Carbon Plant consistent with the day-to-day manner in which the Rail Facilities in existence as of the Effective Date were being used prior to the Effective Date.

Section 3.6            Continuous Assets and Party Wall . (a) Exhibit C sets forth the ownership of the Continuous Assets (including the Mill Owner Retained Assets) as of the Effective Date and, as described on Exhibit C , each party may own all or a portion of the Continuous Assets physically located on real property owned (or, in the case of the Carbon Plant Real Property, leased) by the other party (the “Co-located Continuous Assets” ).

(b)          The Ingevity Easement Rights shall include the non-exclusive right: (i) for the Co-located Continuous Assets owned by Ingevity to remain on the Mill Owner Real Property at their current location or at such other location as the parties may agree, for use by Ingevity, (ii) to inspect the Co-located Continuous Assets owned by Ingevity and located on the Mill Owner Real Property, and (iii) to Maintain the Co-located Continuous Assets owned by Ingevity and located on the Mill Owner Real Property, except to the extent otherwise provided in the Services Agreement or in any subsequent written agreement between the Mill Owner and Ingevity.

(c)          The Mill Owner Easement Rights shall include the non-exclusive right: (i) for the Mill Owner Retained Assets and the Co-located Continuous Assets owned by the Mill Owner to remain on the Carbon Plant Real Property at their current location or at such other location as the parties may agree, for use by the Mill Owner, (ii) to inspect the Mill Owner Retained Assets and the Co-located Continuous Assets owned by the Mill Owner and located on the Carbon Plant Real Property, and (iii) to Maintain the Mill Owner Retained Assets and the Co-located Continuous Assets owned by the Mill Owner and located on the Carbon Plant Real Property.

(d)          In the event either Ingevity or the Mill Owner fails to Maintain Co-located Continuous Assets located on the other party’s property, the other party on whose property such Co-located Continuous Assets are located shall have the right to inspect, Maintain, use and operate such Co-located Continuous Assets.

(e)          The Mill Owner and Ingevity each owns separately so much of the Party Wall as stands upon the Plant Owner’s property, subject to the provisions of this Lease. The Mill Owner Easement Rights and the Ingevity Easement Rights each shall include the right to use so much of the Party Wall as is owned by the other party for any purpose not inconsistent with the joint use of the Party Wall and the other provisions of this Lease and, subject to the provisions of the Services Agreement, the right to inspect and Maintain the portion of the Party Wall on the property of the other party. In the event of any damage to or destruction of the Party Wall, the expense of any repair, reconstruction or restoration shall be borne equally by the Mill Owner and Ingevity; however, this sharing shall not be construed to release either party from any liability for damages to or destruction of the Party Wall caused by that party’s negligence or willful misconduct, and any such damages or destruction so caused shall be the responsibility of the party at fault. Neither party shall, without the consent of the other party (which consent shall not unreasonably be withheld), make or cause to be made any openings in the Party Wall, decrease or increase the thickness of the Party Wall or add to or extend the Party Wall.

Section 3.7            Storm Drainage . (a) Certain storm water Utility Facilities are located on the Mill Real Property and the Carbon Plant Real Property as described on Exhibit C ( “Storm Drainage Facilities” ) and are used in transporting storm water through such property to the Mill’s wastewater treatment plant. The parties’ respective ownership of the Storm Drainage Facilities is described on Exhibit C .

(b)          The Mill Owner Easement Rights and the Ingevity Easement Rights each shall include a non-exclusive right to utilize the Storm Drainage Facilities that are located on the other party’s property for the sole purpose of transporting normal discharge storm water only (not sanitary or process water) through the other party’s property to the Mill’s wastewater treatment plant or to other Storm Drainage Facilities that lead to the Mill’s wastewater treatment plant in a manner reasonably consistent with the use of the Storm Drainage Facilities as of the Effective Date.

Section 3.8            Wastewater Lines . (a) Certain wastewater Utility Facilities are located on the Mill Real Property described on Exhibit C and are used in providing wastewater services to the Mill and the Carbon Plant (such facilities are collectively referred to as the “Wastewater Utility Facilities” ) and certain wastewater Utility Facilities are located on the Carbon Plant Real Property as described on Exhibit C and are used by the Mill to transport its wastewater to the wastewater treatment plant. The parties’ respective ownership of the Wastewater Utility Facilities described on Exhibit C .

(b)          The Mill Owner Easement Rights and the Ingevity Easement Rights each shall include a non-exclusive right to utilize the Wastewater Utility Facilities located on the other party’s property for the sole purpose of transporting wastewater through the other party’s property to the Mill’s wastewater treatment plant or to other Wastewater Utility Facilities that lead to the wastewater treatment plant in a manner reasonably consistent with the use of the Wastewater Utility Facilities as of the Effective Date.

Section 3.9            Potable Water . (a) Certain potable water Utility Facilities are located on the Mill Real Property described on Exhibit C and are used in supplying potable water from the local water utility to the Carbon Plant, and certain potable water Utility Facilities are located on the Carbon Plant Real Property described on Exhibit C and are used in supplying potable water from the local water utility to the Mill (such Utility Facilities are collectively referred to as the “Potable Water Utility Facilities” ). The parties’ respective ownership of the Potable Water Utility Facilities described on Exhibit C .

(b)          The Mill Owner Easement Rights and the Ingevity Easement Rights each shall include a non-exclusive right to utilize the Potable Water Utility Facilities located on the other party’s property for the sole purpose of transporting potable water from the local water utility through the other party’s property to the Easement Right Holder’s property.

Section 3.10          Natural Gas Utility Facilities . (a) Certain natural gas Utility Facilities are located on the Mill Real Property and the Carbon Plant Real Property as shown on Exhibit D and are used in supplying natural gas to the Mill and the Carbon Plant. A portion of those natural gas Utility Facilities, as indicated on Exhibit D , serve both the Mill and the Carbon Plant and are owned by the Mill Owner (the “Mill Owner Natural Gas Utility Facilities” ). The remainder of the natural gas Utility Facilities shown on Exhibit D are owned by Ingevity but are located on the Mill Owner’s Property (the “Ingevity Natural Gas Utility Facilities” ).

(b)          As of the Effective Date, the Mill Owner is providing natural gas service to Ingevity under the Services Agreement pursuant to a temporary exemption from regulation as a public utility granted by the Virginia regulatory authority to allow Ingevity to have constructed, at Ingevity’s expense, a 46,000 dth/day capacity direct pipeline connecting the Carbon Plant to the pipeline of the local natural gas utility. The new direct Ingevity pipeline will begin at the local natural gas utility’s gas distribution pipeline at the Mill’s metering station (where the local natural gas utility will install, at Ingevity’s expense, a separate meter for the new pipeline) and will follow the route of the Mill’s high pressure natural gas pipeline from the metering station to the intra-plant pipe bridge over the Jackson River near the Carbon Plant and will then follow the Mill low pressure line from the pipe bridge to the point at which the gas pipeline serving only the Carbon Plant splits off of the Mill low pressure line (upon completion of the new Ingevity gas pipeline, the current pipeline serving only the Carbon Plant will be disconnected from the Mill Owner's low pressure pipeline and will be connected to the new Ingevity pipeline. The portion of the new direct gas pipeline on the Mill Real Property shall be constructed in accordance with Section 3.12 and, upon completion, shall be included in the Ingevity Natural Gas Utility Facilities for purposes of this Lease.

(c)          The Ingevity Easement Rights shall include: (i) a non-exclusive right for the Ingevity Natural Gas Utility Facilities to remain on the Mill Real Property at their current location or at such other location as the parties may agree, and (ii) subject to clause (ii) of the following sentence, an exclusive right to use the Ingevity Natural Gas Utility Facilities to transport natural gas purchased by Ingevity to the Carbon Plant. The Mill Owner Easement Rights shall include: (i) a non-exclusive right for the Mill Owner Natural Gas Utility Facilities to remain on the Carbon Plant Real Property at their current location or at such other location as the parties may agree, and (ii) the right to use the Ingevity Natural Gas Utility Facilities to transport natural gas to the Carbon Plant during any period in which the Mill Owner is providing natural gas service to Ingevity under the Services Agreement.

Section 3.11          Unknown Other Assets . In the event that, after the Effective Date, the parties determine that there are other Continuous Assets or other non-Continuous Assets serving one of the parties that are completely or partially located on the other party’s property that are not covered by any of Sections 3.4 through 3.10, the parties shall reasonably negotiate to amend this Lease to accommodate, in a manner reasonably consistent with the provisions set forth in Sections 3.1 through 3.10: (i) the ownership of such other Continuous Assets or non-Continuous Assets, (ii) the continued location of such other Continuous Assets or non-Continuous Assets on the other party’s property, and (iii) the right and obligation to Access, inspect, Maintain, use and operate such other Continuous Assets or non-Continuous Assets.

Section 3.12          Future Utility Facilities . In the event that Ingevity desires to install electrical distribution Utility Facilities or natural gas Utility Facilities directly connecting the Utility Facilities on

the Carbon Plant Real Property with Utility Facilities owned by the local public utility or utilities serving the area, then the Ingevity Easement Rights shall include the right to locate such Utility Facilities over, under and through the Mill Real Property, at a location or loctions reasonably acceptable to Ingevity and the Mill Owner, and to inspect, Maintain, use and operate such Utility Facilities to serve the Carbon Plant. The Mill Owner shall have the right to review and approve the plans and specifications for the location of such Utility Facilities on the Mill Real Property, which location shall minimize, to the extent reasonably possible, the disruption to the Mill Owner’s Business and facilities and which approval shall not be unreasonably withheld or unduly delayed. All construction of such Utility Facilities on the Mill Real Property may occur only at the locations so approved by the Mill Owner and shall be in compliance with all applicable Laws and the Construction Standards.

Section 3.13          No Rights to Obstruct; Use of Property Subject to Easement Rights . (a) Neither Plant Owner shall obstruct, or permit the obstruction of, the reasonable exercise on the Plant Owner’s property of Access Rights or other Easement Rights by the Easement Right Holder, including by permitting the storage of property of any kind or the parking of any vehicles (except to the extent of a shared parking lot), or the blockage of any Rail Facilities; provided, however, that implementation of the Plant Owner’s Rules and Regulations, with reasonable notice to the Easement Right Holder, shall not constitute obstruction of the exercise of Access Rights or other Easement Rights.

(b)          In the exercise of an Easement Right, an Easement Right Holder shall not unreasonably impair the right of the Plant Owner to use its property in any manner that does not materially impair the exercise by the Easement Right Holder of its Easement Rights. The Easement Rights granted under this Lease shall not restrict the Plant Owner from using the areas above, below or adjacent to the area covered by the other party’s Easement Rights, provided that the Plant Owner’s use of such area shall not unreasonably interfere with the beneficial use and enjoyment of the Easement Rights by the Easement Right Holder.

Section 3.14          Compliance . In the exercise of Easement Rights granted in, and in the performance of the obligations imposed by, this Lease, an Easement Right Holder shall: (a) comply with all applicable Laws; (b) comply with the Plant Owner’s Rules and Regulations; (c) comply with all applicable reasonable requirements of all insurance carriers having insurance then in effect as to which Plant Owner is a named insured and of which the Easement Right Holder has reasonable prior written notice; (d) not materially interrupt or interfere with the operations of the Plant Owner within the Plant Owner’s Property; and (e) use all Utility Facilities and Access Areas in a safe and prudent manner consistent with the purposes and capacities for which they were designed and standard industry practices.

Section 3.15          Exercise of Maintenance Obligations and Rights . (a) Whenever either the Mill Owner or Ingevity has, pursuant to the terms and conditions of this Lease, the Services Agreement or any other written agreement between them, any right or obligation to Maintain any asset, such party shall: (i) maintain and preserve such asset in good and safe operating condition and repair and in accordance with applicable Laws, (ii) complete any Maintenance as expeditiously as is reasonably feasible so as to minimize interference with the business operations of the other party, and (iii) otherwise use commercially reasonable efforts not to materially interfere with or interrupt the operations of the other party. All such Maintenance shall be completed in a good and workmanlike manner and any damages caused to the other party’s property by such Maintenance shall be restored at the sole cost and expense of the party obligated to perform such Maintenance. Without limiting the generality of the foregoing: (i) the Mill Owner and its Personnel shall have the right, at all reasonable times after prior reasonable notice to Ingevity (and at any time whatsoever in the event of any Emergency), to inspect the Utility Facilities located within the Carbon Plant Real Property that are used in connection with the supply of any Utility Product to the Mill or the provision of any service by the Mill Owner to Ingevity under the Services Agreement for any purpose whatsoever reasonably relating to the safety, protection and preservation of

such Utility Facilities or the Mill or relating to the exercise of the Mill Owner’s rights or the performance of the Mill Owner’s obligations pursuant to the Services Agreement or this Lease; and (ii) Ingevity and its Personnel shall have the right, at all reasonable times after prior reasonable notice to the Mill Owner (and at any time whatsoever in the event of any Emergency), to inspect the Utility Facilities located within the Mill Real Property that are used in connection with the supply of any Utility Product to the Carbon Plant for any purpose whatsoever relating to the safety, protection and preservation of such Utility Facilities or the Carbon Plant or relating to the exercise of Ingevity’s rights or the performance of Ingevity’s obligations pursuant to the Services Agreement or this Lease. Notwithstanding the foregoing, each party shall have the right to: (A) reasonably limit the other party’s right to Access and inspect any areas that such party reasonably determines are confidential or secure areas, and (B) have representatives present during any inspection by the other party. Ingevity shall deliver to the Mill Owner prompt written notice of any repairs to any Utility Facilities located on the Carbon Plant Real Property required to be made by the Mill Owner under the Services Agreement, this Lease or any other written agreement between them and any repairs required to be made by Ingevity that are reasonably expected to affect the supply of Utilities to the Mill, upon Ingevity’s obtaining knowledge thereof. The Mill Owner shall deliver to Ingevity prompt written notice of any repairs to any Utility Facilities located on the Mill Real Property required to be made by Ingevity under the Services Agreement, this Lease or any other written agreement between them, and any repairs required to be made by the Mill Owner that are reasonably expected to affect the supply of Utilities to the Carbon Plant, upon the Mill Owner’s obtaining knowledge thereof.

(b)          Each party shall have a temporary and non-exclusive construction right (the “Temporary Construction Right” ) across, over, on, under and through those portions of the Carbon Plant Real Property (in the case of the Mill Owner) or the Mill Real Property (in the case of Ingevity) as may be reasonably necessary in connection with the design, location, construction, installation, repair, maintenance, replacement and restoration of any component or element of any Utility Facilities located on the other party’s property, or in connection with any Maintenance on such property or on any equipment located on such property as deemed reasonably necessary or desirable by such party, including the Maintenance of buildings or other improvements along the boundary lines of the parties’ properties, and including the temporary placement, storage and depositing of soil, construction materials, vehicles and equipment associated therewith (the “Temporary Construction Activities” ); provided, that a party conducting Temporary Construction Activities shall provide reasonable advance written notice to the other party and shall not unreasonably interfere with the business operations of the other party. Each party shall reasonably cooperate with the other party to determine a mutually agreeable location for such Temporary Construction Activities to the extent such activities take place on such other party’s property. Any construction completed under this Lease shall be completed with diligence and in accordance with applicable Laws and the Construction Standards.

Section 3.16          Mechanics’ Liens . An Easement Right Holder shall not permit any mechanics’ liens or similar liens to exist upon the other party’s property (including any Utility Facilities located on the other party’s property) by reason of any act or omission of the Easement Right Holder or its Personnel. If any such lien resulting from any act or omission of the Easement Holder or its Personnel shall at any time exist upon the other party’s property, the Easement Right Holder shall indemnify, defend and save the Plant Owner and the Plant Owner’s property harmless from and against such lien and all suits or judgments arising therefrom. The Easement Right Holder shall cause any such lien resulting from any act or omission of the Easement Holder or its Personnel that at any time exists upon the other party’s property to be removed of record by payment, bonding, discharge or otherwise as permitted by law within 30 days after notice by the Plant Owner to the Easement Right Holder of the existence of such lien of record.

Section 3.17          Right to Cure Defaults Under Article 3 . If either party has materially breached any of its obligations under this Lease and has failed to fully cure such breach after written notice of such

breach, the non-breaching party, in addition to the remedies set forth in Section 4.2, shall have the right, but not the obligation, exercisable upon 14 days’ prior written notice (except in the event of an Emergency, or where such breach is likely to imminently and adversely affect the business operations of the non-defaulting party, in either which case such notice shall be given as soon as reasonably possible) to the defaulting party, to cure such breach and all recurrent and related breaches without waiving or releasing the defaulting party from any liability under this Lease for such breaches. The non-breaching party shall have a temporary and non-exclusive right across, over, on, under and through those portions of the breaching party’s property, but only to the extent, reasonably necessary to cure the breach, which right shall remain in effect only for such time as is necessary to cure such breach. All sums paid, advanced or expended pursuant to this Section 3.17 and all costs and expenses incurred by the non-breaching party in connection therewith (including reasonable attorneys’ fees) shall be repaid by the breaching party, on demand. The breaching party shall have the right to have a representative present while the non-breaching party conducts any work on the breaching party’s property to cure any breach pursuant to this Section 3.17; provided, that the breaching party shall not interfere with the efforts of the non-breaching party to cure such breach.

Section 3.18          Limitations Upon Easement Rights; Reservations by the Plant Owner (including Relocations) . Notwithstanding any Easement Rights created under this Lease, each party shall retain all rights to use its property, subject to the other terms and conditions of this Lease. Each Easement Right granted in this Article 3 is granted solely for the purposes expressly stated in this Article 3 and for no other purpose whatsoever, and each party hereby reserves to itself, and its successors-in-interest in and to its property, the right to use its property for any and all purposes whatsoever not inconsistent with such Easement Right and its interest in its property. Without limiting the generality of the foregoing, each party, with respect to the property owned or leased by it, reserves to itself and its successors-in-interest in and to its property the following rights and privileges:

(a)          the right to construct, reconstruct, install, use, operate, maintain, replace, remove and relocate personal property or improvements to real property within property, whether above, at or below grade (subject to Section 3.18(b)) with respect to any Utility Facilities or Access Areas on its property as to which the other party has an Easement Right pursuant to this Article 3;

(b)          with respect to those portions of any Utility Facilities or Access Area as to which the other party is granted any Easement Right pursuant to this Article 3, the right, at such other party’s sole expense, to require the Easement Right Holder to Relocate the same, or any portion thereof (whether before, during or after such Utility Facility or Access Area is Relocated, a “Relocated Facility” ); provided, however, that:

(i)          the Plant Owner shall provide the Easement Right Holder at least 60 days’ prior written notice of the requirement to Relocate and shall afford to the Easement Right Holder a reasonable time period thereafter to effect such relocation;

(ii)         such relocation shall be without any material interference or interruption of the Easement Right Holder’s rights to use such Relocated Facility or any increase in the Easement Right Holder’s cost of, or the operation, Maintenance or use and enjoyment of such Relocated Facility;

(iii)        the Plant Owner shall reimburse the Easement Right Holder for all reasonable costs and expenses incurred by the Easement Right Holder in connection with such relocation;

(iv)        whenever a Relocated Facility has been Relocated: (A) the Easement Right Holder shall have the same Easement Rights, subject to the same terms and conditions, under this Article 3 in that portion of the other party’s property within which the Relocated Facility is so Relocated as was granted in this Article 3 to the Easement Right Holder with respect to such Relocated Facility before such Relocated Facility was so Relocated; and (B) the Easement Rights with respect to such Relocated Facility prior to being relocated that were granted to the Easement Right Holder in this Article 3;

(v)         the Relocated Facility, after the Relocated Facility has been so Relocated, shall be in a condition approximately equal in quality to that before such relocation and shall be of such a nature, status, condition, capacity, level of service volume, output or composition as to provide substantially equivalent benefits to the Easement Right Holder as such Relocated Facility provided to the Easement Right Holder before such Relocated Facility was relocated;

(vi)        the Relocated Facility shall be Relocated in strict compliance with all applicable Laws; and

(vii)       after such Relocated Facility has been so Relocated, the Plant Owner and the Easement Right Holder shall enter into a written supplemental agreement in recordable form that identifies the location of such Relocated Facility within the Plant Owner’s property as so Relocated and confirms the respective rights and easements which have been terminated and created pursuant to this Section 3.18(b).

Section 3.19          Termination of Easement Rights . Any particular Easement Right (or portion thereof) shall terminate when such Easement Right has been Abandoned, and thereupon the Easement Right Holder shall no longer have the Easement Right (or portion thereof) that has been Abandoned. Effective upon such Abandonment and termination, title to any Utility Facilities associated with such Abandoned Easement Right shall revert to and/or automatically be conveyed to the Plant Owner of the property subject to such Abandoned Easement Right, and the Easement Right Holder shall have no further liability with respect to such Utility Facilities; provided, however, that the the Easement Right Holder shall, at the Easement Right Holder’s sole expense, promptly Cap-Off such Utility Facilities (or such portion or portions thereof) or shall, if requested by the Plant Owner of the property subject to such Abandoned Easement Right, Remove such Utility Facilities and Restore the property affected thereby. Each party shall, at the request of the other party, execute a recordable instrument evidencing such transfer of title to any such Abandoned Utility Facilities.

Section 3.20          Article 3 Remedies . In the event of the failure or refusal of a party to perform its obligations or covenants under this Article 3, each of such party’s lenders shall have the right (to the extent provided in an agreement between such party and such lender), but shall not be obligated, to perform such covenants or obligations, and performance by such lenders shall be deemed to be performance by such party.

Section 3.21          Actions in Connection with a Work Stoppages . Notwithstanding the other provisions of this Article 3, in the event either the Mill Owner or Ingevity reasonably determines that a risk of a strike or work stoppage affecting either the Mill or the Carbon Plant, or both, exists, it shall notify the other party in writing of such risk, and both parties shall use reasonable efforts so that, commencing as soon thereafter as is reasonably practical (and, in any event, within ten days thereafter) and through the duration of such strike or work stoppage: (i) Ingevity shall not permit its Personnel to use parking lots located on the Mill Real Property and the Mill Owner shall not allow its Personnel to use parking lots located on the Carbon Plant Real Property, (ii) the Mill Owner and Ingevity each shall cause

its respective Personnel to use the Access route designated for that party’s use on Exhibit G and shall not permit its Personnel to use the Access route designated for the use of the other party on Exhibit G , and (iii) the Mill Owner shall open a separate gate where indicated on Exhibit G to allow Ingevity’s Personnel to Access the portion of the Carbon Plant located inside of the Mill’s security fence.

Article 4

TERM; HOLDING OVER