Exhibit 10.4





 


CRUDE TALL OIL AND BLACK LIQUOR
SOAP SKIMMINGS AGREEMENT


 


THIS CRUDE TALL OIL
AND BLACK LIQUOR SOAP SKIMMINGS AGREEMENT (this “Agreement”) is effective as of January 1, 2016
(“Effective Date”), by and between WestRock Shared Services, LLC and WestRock MWV, LLC, on behalf of the affiliates
of WestRock Company (“Seller”), and Ingevity Corporation, a Delaware corporation (“Buyer”).
Buyer and Seller may each be referred to as a “Party” and collectively as the “Parties.”


 


WHEREAS, Seller produces
black liquor soap skimmings (“BLSS”) and crude tall oil (“CTO”, together with BLSS, each
as further described on Exhibit A, the “Products”) at certain of its mills; and


 


WHEREAS, Seller desires
to sell to Buyer, and Buyer desires to purchase from Seller, Seller’s entire production of the Products at such mills;


 


NOW, THEREFORE, in
consideration of the covenants and agreements herein contained, and other good and valuable considerations, the receipt and sufficiency
of which are hereby acknowledged, and subject to terms, provisions and conditions set forth herein, the Parties hereto agree as
follows:


 


		1.	PURCHASE AND SALE



 


Seller agrees to sell to Buyer,
and Buyer agrees to purchase and receive from Seller, except as otherwise set forth herein, one hundred percent (100%) of the output
of BLSS and CTO produced and originating at Seller’s Mills (as defined in Section 1(B)), upon the terms and conditions set
forth herein:


 


		A.	Quantity: (i) Notwithstanding anything in this Agreement to the contrary, in no event shall
any provision in this Agreement require Seller to produce any minimum quantities of CTO or BLSS at any of the Mills (whether individually
or aggregate) and the Parties agree that the volume of output of the Products will be subject to change in Seller’s sole
discretion, including but not limited to, any reduction in volume that may arise as a result of any closure of or modification
of any such Mill(s) or their operating processes or the volumes and types of pulp and paper products produced therein. For the
purpose of this Agreement one CTO equivalent ton is defined as one short ton (2,000 pounds) of CTO or two short tons (4,000 pounds)
of BLSS (each, a “CTO Equivalent Ton” and collectively, the “CTO Equivalent Tons”).



 


(ii) Buyer shall use commercially
reasonable efforts to assist Seller to identify areas to maintain and/or improve the recovery and quality of the Products produced
at the Mills in order to assist Seller in its efforts to produce the Products. Buyer’s duties relative to technical service
efforts with respect to Product recovery and quality shall include, but not be limited to: (a) regular visits to Mill sites to
perform analysis of current state of quality and recovery, (b) sample collection and subsequent testing of physical properties
of the Products, (c) the preparation of quality reports to be distributed to each Mill at a minimum of once per calendar quarter,
and (d) other activities that the Parties may mutually deem to be reasonably necessary to support the ongoing production and quality
of the Products.


 


		B.	Mill locations: Seller’s and its affiliates’ mills whose Products are included
in this Agreement are located at Fernandina Beach, FL; Hodge, LA; West Point, VA; Florence, SC; Panama City, FL; Hopewell, VA;
Demopolis, AL; Phenix City, AL, Evadale TX, and Tres Barras, Santa Cantarina Brazil, and any New Mills whose Products are added
by Seller pursuant to Section 6A below (each, a “Mill” and collectively, the “Mills”). In
the event Seller sells or otherwise transfers any Mill or ceases production of Products



 




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at any Mill, or removes any Mill
from this Agreement as set forth herein, the remaining above-named Mills and any New Mills shall be deemed the Mills for purposes
of this Agreement.


 


		C.	Quality: CTO and BLSS sold hereunder is not guaranteed to meet any specifications; however,
Buyer and Seller will determine whether CTO and BLSS sold hereunder: (i) meets or exceeds the minimum weighted-average quarterly
(“WQA”) specifications for each Mill included in Exhibit B and (ii) meets or is less than the maximum
WQA specifications for each Mill included in Exhibit B (collectively, the “Specifications” and each a
“Specification”). The WQA for each Specification for each Mill will be monitored, sampled, and reported per
Exhibit B at the end of each calendar quarter. If CTO or BLSS quality falls below any Specification, Seller will determine,
in its sole discretion, which actions, if any, it will take to improve quality. It is understood that Seller shall have no obligation
to deliver CTO or BLSS that meets or exceeds either the minimum or maximum Specifications set forth in Exhibit B. 



 


i.           Quality parameters are set
on an individual Mill basis. References below to “Moisture Content,” “Acid Number,” “Hexane Insolubles,”
“Soap Number,” “Anthraquinone,” “Fiber in Soap,” and “Black Liquor,” are references
to such terms associated with various Specifications as further described in Exhibit B. In the event that the WQA CTO or
BLSS quality of any particular Mill (i) does not meet or exceed the minimum Specifications set forth on Exhibit B, or (ii)
exceeds any of the maximum Specifications set forth on Exhibit B, as applicable, for particular shipments or tonnage of
Products (“Below Standard Products”) then Seller will provide a credit memo to Buyer for use within thirty (30)
days against applicable invoices from Seller (or, if this Agreement has terminated, will reimburse Buyer), as follows:


 


a.     Moisture
Content of CTO. Seller will provide a credit for excess moisture included with CTO sold to Buyer during such calendar quarter
as follows: The credit shall be based on the amount that the WQA is above the Specification maximum limit for each specific Mill.
For example, if a specific Mill sells 1,000 tons that had a CTO Moisture Content WQA of thirteen percent (13%) and a moisture Specification
of two percent (2%), then Seller will provide a Below Standard Product credit equal to (13% - 2%) * 1000 = 110 tons multiplied
by the then-current Purchase Price of CTO as described in Exhibits C and E hereto.


 


b.     Acid
Number for CTO and BLSS. Seller will provide a credit for the tons of Below Standard Products sold to Buyer during such calendar
quarter based on the amount that the Mill specific WQA is below the applicable Acid Number minimum Specification on Exhibit
B. The following calculation will apply: (Mill WQA Acid Number - Mill Acid Number Specification) divided by the Mill Acid Number
Specification multiplied by the then-current CTO or BLSS Purchase Price, as applicable, multiplied by the tons delivered during
the calendar quarter from the Mill = allowed $ credit. For example, if the Hopewell, VA Mill sells 1,000 tons of CTO at a Purchase
Price of $300 with a WQA Acid Number of 160, the credit would be ((165-160)/165)* $300 * 1,000 = $9,091.


 


c.      Hexane
Insolubles in CTO or BLSS. Seller will provide a credit equal to eight percent (8%) of the Purchase Price for the tons of Below
Standard Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of Hexane Insolubles exceeds the Specification
for such Mill. Such credit, if payable, shall be limited to a maximum of thirty dollars ($30.00) per ton during the January 1,
2016 to December 31, 2020 period.  For each five (5)


 




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year period beginning on January
1, 2021, Buyer will calculate a new maximum per ton credit based on the average maximum credit for Hexane Insolubles agreed to
by Buyer with its third party vendors in advance of such applicable time period. If no such market average credit can be established
based on Buyer’s third party vendors, then the maximum credit will be eight percent (8%) of the Purchase Price for the tons
of Product sold to Buyer during such calendar quarter by the specific Mill.


 


d.       Soap
Number of CTO - Seller will provide a credit equal to eight percent (8%) of the Purchase Price for the tons of Below Standard
Product sold to Buyer during such calendar quarter by the specific Mill if the WQA of the Soap Number exceeds the Specification
for that Mill. Such credit, if payable, shall be limited to a maximum of thirty dollars ($30.00) per ton during the January 1,
2016 to December 31, 2020 period.  For each five (5) year period beginning on January 1, 2021, Buyer will calculate a
new maximum per ton credit based on the average maximum credit for Soap Number of CTO agreed to by Buyer with its third party vendors
in advance of such applicable time period. If no such market average credit can be established based on Buyer’s third party
vendors, then the maximum credit will be eight percent (8%) of the Purchase Price for the tons of Below Standard Product sold to
Buyer during such calendar quarter by the specific Mill.


 


e.       Black
Liquor in BLSS. Seller will provide a credit for excess black liquor included in the tons of Below Standard Product sold to
Buyer during such calendar quarter based on the amount that the WQA of Black Liquor is above the Specification maximum limit. For
example, if 1000 tons of BLSS is sold that had a WQA of Black Liquor of sixteen percent (16%), then the allowed credit would be
(16% - 10%) * 1000 = 60 tons multiplied by the then-current Purchase Price of BLSS.


 


ii.            Anthraquinone content.
Seller shall not ship Products to Buyer with Anthraquinone levels exceeding 500 ppm. Buyer shall have the right to reject delivery
of any load of Products that exceeds such Anthraquinone level. Upon such rejection, the Products shall, at Seller’s expense,
either be returned to Seller in accordance with Seller's reasonable instructions or disposed of by Buyer in a manner authorized
in advance by Seller.


 


iii.         Fiber
in Soap. See Exhibit B.


 


iv.        In the event that Seller
provides an individual load or loads of Products with one or more Negative Impacts (as defined below), Seller in its discretion
shall do one of the following: (a) take back such load(s) with Seller reimbursing Buyer for its freight costs and third party demurrage
charges incurred; (b) instruct Buyer to dispose of such loads with Seller reimbursing Buyer for its actual costs incurred for such
disposal; or (c) if Buyer provides in writing the actual and reasonable costs it would incur to accept and process such load(s),
then Seller may, in its sole discretion, agree to cover such costs and then allow Buyer to proceed with processing such load(s).
In the event Seller elects in its sole discretion to pursue either of the foregoing options (a) or (b), Buyer shall have no responsibility
for payment to Seller for such load(s). For purposes of this section, a “Negative Impact” refers to (a) a Product
varying so significantly from a Specification that it would require substantial pre-processing or other extraordinary corrective
measures prior to using such Product in Buyer’s typical production processes, or (b) a Product adversely affected by a temporary
process change at Seller’s Mill or Mills, such as adding a pulping agent, which would result in abnormal plugging, fouling,
or buildup in Buyer’s production system so as to interfere with Buyer’s standard production process.


 




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v.          Each Mill has the right to
do its own testing to validate Buyer’s testing accuracy. In the event of a discrepancy, a mutually acceptable third-party
laboratory will be used to settle the discrepancy. Each Party agrees to: (a) accept the values provided by the third party laboratory
and (b) pay half of such laboratory’s charge for such testing.


 


vi.          Each claim for credits outlined
in this Section 1 must be made in writing within sixty (60) days after close of the calendar quarter in which the applicable Products
were Delivered, or such claim shall be deemed to have been waived.


 


		D.	Process Change: If Seller implements an ongoing process change at a Mill different from
current operations that results in ongoing Negative Impacts, then Buyer shall have the right to discontinue such purchases of such
Product from such Mill, and Seller shall have the right to sell such Product to a third party until such time as the Negative Impacts
are no longer occurring, with no liability to Buyer under this Agreement or at law or in equity in connection with such process
change.



 


		E.	Freight: Buyer is responsible for determining the mode of transportation and for providing
suitable tank trucks, rail cars or barges for shipments of one hundred percent (100%) of the Products from the Mills. All freight
charges, insurance, demurrage and all other expenses incident thereto are for Buyer’s account; provided that, if Buyer incurs
third party demurrage charges due to Seller’s delay, then Seller shall reimburse Buyer for such charges. Seller will make
commercially reasonable efforts to fully load tank trucks or rail cars to minimize total cost of transportation. Buyer may request
and Seller shall provide a credit of one percent (1%) of the Purchase Price for each one percent (1%) of volume that each load
falls below ninety five percent (95%) of the working capacity of the tank truck or rail car used to transport such load from the
applicable Mill.



 


Buyer and Seller will work in good
faith to enable transportation by barge as is appropriate and mutually agreed. The initial cost to develop and construct infrastructure
for barge shipments shall be borne by Buyer and the maintenance costs for such infrastructure shall be as agreed in writing.


 


		F.	Notwithstanding the foregoing, Seller shall have no responsibility to issue credits under this
Section 1 or any other compensation or reimbursement to Buyer to the extent that any failure to meet the quality requirements set
forth in Exhibit B is due to quality issues with BLSS provided by Buyer to Seller for Toll Acidulation (as defined in Section
5A).



 


		G.	EXCEPT FOR SECTION 1(C)(IV), IN NO EVENT WILL THE TOTAL OF CREDITS AVAILABLE UNDER THIS SECTION
1 FOR BELOW STANDARD PRODUCTS EXCEED THE PURCHASE PRICE DESCRIBED IN SECTION 3 FOR THE APPLICABLE TONNAGE OF SUCH BELOW STANDARD
PRODUCTS. THE REMEDIES SET FORTH IN THIS SECTION 1 ARE THE SOLE AND EXCLUSIVE REMEDIES TO COMPENSATE FOR, OR CORRECT THE CONDITION
OF, DEFECTIVE OR NON-CONFORMING PRODUCTS, AND NO OTHER REMEDIES CONNECTED WITH THIS AGREEMENT, AT LAW, OR IN EQUITY SHALL APPLY
TO SUCH MATTERS.



 


		2.	TERM



 


		A.	This Agreement shall be effective for an initial period commencing on the Effective Date until
terminated as provided herein (the “Term”).



 




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		B.	Notwithstanding Section 1 or any other provision of this Agreement to the contrary, beginning January
1, 2022 through December 31, 2025, either Party may give a written notice to the other, designating one (1) Mill each (and the
volume of Products it produces) that the notifying party elects to remove from the Mills that are subject to the terms, conditions,
and requirements of this Agreement for the remainder of the Term (a “Mill Removal Notice”). If Buyer elects
to remove any Mill from the Agreement pursuant to this Section 2B, then the Incentive Payments described in Exhibit G, Sections
1 and 3 shall not be adversely affected or reduced by such removal, and for the remainder of the Term Buyer shall include in
the percentage and volume calculations of each incentive payment the volumes of Products produced by such Mill during the most
recent Calendar Half prior to such removal, subject to the wind down provisions of Section 2C below.



 


		C.	Beginning January 1, 2025 and at any time thereafter, either Party may give written notice to the
other Party that this Agreement will terminate five (5) years from the date of such notice (the “Agreement Termination
Date”). In that event, the quantity of Products subject to this Agreement will be gradually reduced during a five (5)
year period beginning one (1) year after the termination notice date and ending on the Agreement Termination Date (the “Transition
Period”). The Parties shall meet at least six (6) months prior to each calendar year of the Transition Period to discuss
the commercial needs of each Party in regards to this Agreement, and may mutually agree to the Mills and the quantity of Products
that are released from the purchase and sale obligations set forth in this Agreement in the following year(s). In the event that
the Parties do not reach such a mutual agreement, then, without limiting the first sentence of Section 1A(i) above, the following
schedule of Products volumes shall be automatically released from any purchase and sale obligations set forth this Agreement during
the Transition Period, subject to adjustments for opting Product volumes or mills out of this Agreement as provided in Section
2B and Exhibits C and D:



 


i. During the first year (“Year
One”) of the Transition Period, Seller shall be obligated to supply, and Buyer shall be obligated to purchase, one hundred
percent (100%) of the output of BLSS and CTO produced at Mills (such total amount of Products sold by Seller to Buyer during such
year to be known as the “Year One Volume”);


 


ii. During the second year of the
Transition Period, fifteen percent (15%) of the Year One Volume shall be released from the purchase and sale obligations set forth
in this Agreement. The amount of Products released from this Agreement during such year shall be known as the “Year Two
Released Volume”;


 


iii. During the third year (“Year
Three”) of the Transition Period, the Year Two Released Volume plus an additional fifteen percent (15%) of the Year One
Volume shall be released from the purchase and sale obligations in this Agreement. The total amount of Products released from this
Agreement during such year shall be known as the “Year Three Released Volume”;


 


iv. During the fourth year (“Year
Four”) of the Transition Period, the Year Three Released Volume plus an additional fifteen percent (15%) of the Year
One Volume shall be released from the purchase and sale obligations in this Agreement. The total amount of Products released from
this Agreement during such year shall be known as the “Year Four Released Volume”; and


 


v. During the fifth and final year
of the Transition Period, the Year Four Released Volume plus an additional fifteen (15%) of the Year One Volume shall be released
from the purchase and sale obligations in this Agreement.


 




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Seller shall be free to sell any
volumes of released Products to any third parties. Seller shall have the right to designate in writing at least sixty (60) days
prior to each year of the Transition Period the specific U.S. domestic Mill or Mills to be utilized to comprise the volume of Product
released from this Agreement pursuant to this Section 2; provided that, Seller will utilize good faith efforts to match the released
Product volume from an entire Mill or Mills and provided that the designation right is Seller’s decision based on its operational
and economic concerns.


 


		D.	If Buyer determines to permanently shut down any CTO refinery, has not acquired or been provided
the use of another CTO refinery by merger, acquisition or otherwise during the Term, and does not intend to replace such shut down
refinery with another CTO refinery or refineries during the Term, then Buyer shall give at least six (6) months prior written notice
to Seller describing the facility and date of such shut down (a “Shut Down Notice”). Seller shall, within ninety
(90) days of receipt of a Shut Down Notice, give written notice to Buyer that Seller in its sole discretion elects to (a) remove
the volume of CTO handled by the applicable refinery upon shut down and sell it to third parties, or (b) require Buyer to continue
to fulfill its obligations to purchase one hundred percent (100%) of Seller’s Products under the terms of this Agreement
for up to two (2) years after shut down of any such refinery and allow Buyer to distribute the volume of CTO handled by such refinery
(the “Impacted Volume”) to third parties (the “Distributor Period”). Seller may terminate
the Distributor Period earlier, and sell such volume of CTO to third parties, upon at least (30) days’ prior written notice
to Buyer. If Seller does not terminate the Distributor Period early, then after such Distributor Period, and with at least six
(6) months prior written notice to Seller, Buyer may do the following:



 


i. If Buyer’s Brazilian BLSS
refinery was shut down, then Buyer may remove from this Agreement the Brazilian BLSS, after first ceasing to purchase any BLSS
from all other suppliers for such refinery.


 


ii. If one of Buyer’s North
American CTO refineries was shut down, then Buyer may remove from this Agreement fifty percent (50%) of the then-current annual
volume of Seller’s North American CTO Equivalent Tons, after Buyer first ceases to purchase: (a) the same volume of
CTO Equivalent Tons from all other suppliers in the aggregate, or (b) all Products from all other suppliers.


 


iii. If all of Buyer’s North
American CTO refineries were shut down, then Buyer may remove from this Agreement all of Seller’s CTO Equivalent Tons.


 


		3.	PURCHASE PRICE



 


		A.	The prices for each of the Products (each a “Purchase Price”) shall be established
quarterly in accordance with this Section 3. All Purchase Prices are exclusive of any applicable sales, use, VAT or similar transaction
taxes, fees or impositions based on Buyer’s purchases of Products under this Agreement. Buyer shall be solely responsible
for all applicable taxes in connection with its purchases of the Products, except for any taxes on income, franchise, or similar
taxes on imposed on Seller’s revenues.



 


		B.	For CTO sold by Seller from its North American Mills, the Purchase Price shall be established in
accordance with Exhibit C.



 


		C.	For BLSS sold by Seller from its North American Mills, the Purchase Price shall be established
in accordance with Exhibit D.



 


		D.	For BLSS or CTO sold by Seller from its Brazilian Mill, the Purchase Price shall be established
in accordance with Exhibit E.



 




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		4.	TERMINATION OF EXISTING AGREEMENT



 


The Parties acknowledge that
the Crude Tall Oil and Black Liquor Soap Skimmings Agreement, dated December 6, 2006 as amended, among MeadWestvaco Corporation,
Rock Tenn Mill Company and RockTenn CP, LLC, is deemed terminated and superseded by merger of these companies as of July 1, 2015.


 


		5.	TOLL ACIDULATION



 


		A.	Upon mutual written agreement by the Parties, Buyer may deliver to Seller BLSS from Buyer or Buyer’s
vendors on behalf of Buyer for acidulation into CTO (“Toll Acidulation”). Buyer and Seller are not obligated
to present or accept any minimum volumes for tolling but each will make commercially reasonable efforts to accommodate volume requests
from the other Party when possible. From time to time, the Parties may enter into specific agreements which include volume expectations
as opportunities arise.



 


		B.	Buyer shall be responsible for the costs of delivering the BLSS to the Mills for Toll Acidulation.



 


		C.	For Toll Acidulation, the price shall be established in accordance with Exhibit F.



 


		D.	Seller shall have the right to refuse to sell BLSS to Buyer from Mills with limited or no acidulation
capacity, to transfer BLSS produced by Seller to alternative Mills for acidulation into CTO (“Internally Acidulated BLSS”),
and to sell the resulting CTO to Buyer in accordance with the terms of this Agreement, including without limitation the pricing
for CTO as set forth herein. Seller shall be responsible for handling and shipping among Seller’s facilities such Internally
Acidulated BLSS in connection with Seller’s acidulation efforts. Seller shall give Buyer written notice at least sixty (60)
days prior to beginning such internal acidulation efforts. Once Buyer has begun purchasing CTO from such Internally Acidulated
BLSS from Seller, Seller shall give Buyer written notice at least one (1) year prior to terminating such supply of CTO, which termination
shall be in Seller’s sole discretion. Such termination shall thereby obligate Buyer to resume the purchase of BLSS from the
original producing Mill.



 


		6.	NEW MILL OPTION; SALE OF MILL; SALE OF BUYER; THIRD PARTY PRODUCTS 



 


		A.	During the Term, in the event Seller or its affiliates enable the new production of BLSS or CTO
at existing mills or acquire, construct or otherwise begin to operate additional mills which produce BLSS or CTO (each, a “New
Mill”), Seller may in its discretion provide Buyer the option of adding to this Agreement the CTO or BLSS production
of each New Mill, subject to any time limits as Seller may determine (the “New Mill Option”). If Seller elects
to provide such option, Seller shall provide notice of availability to Buyer one hundred and eighty (180) days, or such other time
as Seller may determine, prior the date of first availability of Products from such New Mill. If Seller and Buyer elect to add
a New Mill to this Agreement, then for a term mutually agreed upon in writing by the Parties: (1) Buyer shall purchase one hundred
percent (100%) of the output of Products produced at the New Mill; (2) the New Mill shall be added to the list of Seller’s
Mills set forth in Section 1A; and (3) quality Specifications will be added to this Agreement by a mutually agreed upon written
amendment, which Specifications will be based in part on the most recent six (6) months’ production from the New Mill; provided,
that with respect to Seller’s Covington, VA; Tacoma, WA and La Tuque, Quebec mills, such quality Specifications are set forth
on Exhibit B. For the avoidance of doubt, Seller’s decision not to add Product volumes from



 




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any New Mill(s) to this Agreement
will not negatively impact the incentive payment set forth in Exhibit G, Section 3.


 


		B.	In the event that Seller or its affiliates sells or transfers its ownership interest in any Mill
during the Term, Seller or its affiliates, as the case may be, may, subject to Section 17 below, assign this Agreement in part
to the entity acquiring such Mill or may cause such entity to enter into a written agreement, pursuant to which such entity will
assume all of Seller’s or its affiliates’ rights and obligations under this Agreement with respect to such Mill, except
that such entity acquiring such Mill shall not be subject to Section 6A. Upon such assignment and assumption, Seller and its affiliates,
as applicable, shall have no further obligations under this Agreement with respect to such Mill. For the avoidance of doubt, any
sale or transfer of a Mill will not negatively impact the incentive payment set forth in Exhibit G, Section 3.



 


		C.	During the Term, and subject to Section 17 below, in the event that Buyer or its affiliates sells
or transfers all or substantially all of its business to which this Agreement relates, then Buyer or its affiliate will cause the
acquirer to enter into a written agreement, on and as of the consummation of that sale or transfer, pursuant to which that entity
will assume all of Buyer’s rights and obligations under this Agreement. Upon such assignment and assumption, Buyer and its
affiliates, as applicable, shall have no further obligations under this Agreement; provided that such acquirer meets Seller’s
reasonable and standard credit requirements. If Buyer closes a facility or ceases production at such facility for any period or
reason, Buyer shall give Seller first priority to continue to sell its Products to Buyer, and Buyer shall terminate or reduce supplies
from its other vendors prior to reducing the amount of any supply of Products purchased from Seller under this Agreement.



 


		D.	From the Effective Date through December 31, 2021, Seller and its affiliates will not directly
or indirectly purchase, utilize, process or sell CTO or BLSS from any third party unaffiliated with Seller (“Third Party
Products”). From January 1, 2022 through the remainder of the Term, Seller may purchase Third Party Products, and utilize,
process, or sell such Third Party Products to third parties in Seller’s sole discretion, subject to the following terms:



 


i.      If
Seller intends to commence purchases of any Third Party Products, Seller’s Director of Procurement shall notify the CEO of
Buyer of such intent prior to Seller’s first purchase of Third Party Products.


 


ii.     If
Seller intends to commence purchases of any Third Party Products, Seller shall provide Buyer with written notice of the type of
Product(s), a sample of such Third Party Products, anticipated monthly or quarterly volumes, originating mill location, Seller
mill location (if third party BLSS is to be acidulated by Seller) and the anticipated time period Seller intends for the Third
Party Products transactions to occur (the “Option Notice”). Buyer shall have the option to add the Third Party
Products described in the Option Notice to this Agreement by notifying Seller in writing within thirty (30) days of receipt of
the Option Notice. If Buyer does not provide such notice to Seller within such thirty (30) day period, or declines to exercise
such option, then such Third Party Products shall not become part of this Agreement, and Seller may sell the Third Party Products
described in the Option Notice to one or more third parties. Upon Seller purchasing any Third Party Products, the pricing and incentives
on Exhibits C, D, E and G shall adjust, as applicable, as provided in such Exhibit(s).


 


iii.      For
the avoidance of doubt, Third Party Products shall not be included in Products sold to Buyer under this Agreement without Buyer’s
prior written consent. If Buyer elects to add the Third Party Products described in the Option Notice to this Agreement, then for
the time period set forth in the Option Notice: (a) Buyer shall purchase one hundred percent (100%) of the Third Party Products
identified in the Option Notice; and (b) quality


 




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Specifications for such Third
Party Products will be added to this Agreement by a mutually agreed upon written amendment to this Agreement.


 


		7.	[RESERVED]



 


		8.	ROSIN AVAILABILITY FOR THE PRODUCTION OF ROSIN BASED SIZE



 


Seller acknowledges that Buyer
is and intends to be a party to a marketing alliance agreement with one or more third parties that sell rosin based size. Buyer
agrees to make available to its marketing alliance partner(s) tall oil rosin for the manufacture of rosin size required by Seller
at competitive market prices in quantities no less than the Rosin Supply Available for Seller (as defined below). Seller acknowledges
that the terms of sale of the rosin size to Seller from such third parties will be negotiated by Seller and any third parties.
For purposes of this Agreement the “Rosin Supply Available for Seller” shall mean for each calendar quarter,
an amount equal to the sum of: (a) 100,000 pounds and (b) the average quarterly volume of rosin required to manufacture rosin size
manufactured by Buyer for Seller’s benefit during the preceding two calendar quarters. Subject to availability, Buyer will
use commercially reasonable efforts to supply its marketing alliance partner(s) with Seller’s additional rosin size requirements
in excess of Seller's committed rosin supply. Notwithstanding the foregoing, neither this section nor any other provision of this
Agreement shall be deemed to require or commit Seller to purchase the Rosin Supply Available for Seller or any other volume of
rosin size from any third party, including without limitation any third parties with whom Buyer has or intends to have a marketing
alliance. This Agreement is not intended to and does not create any third party beneficiaries, and Seller may or may not decide
to purchase rosin size from such third parties in Seller’s sole discretion and without liability for any expenses or costs
of Buyer or any third parties in connection with such decisions.


 


		9.	PERFORMANCE INCENTIVES



 


Seller is eligible for certain
performance incentives outlined in Exhibit G.


 


		10.	OTHER CONSIDERATIONS 



 


		A.	Due to unique conditions related to the location in Panama City, Florida, Buyer may from time to
time offer to Swap (as defined below) Products from the Panama City Mill with other consumers of CTO or BLSS. Buyer will make a
good faith effort to make the Swap occur on an ongoing basis. Seller recognizes Buyer may not be able to come to reasonable terms
and should a Swap agreement fail to be completed or fail to continue for the duration of the Term, Buyer shall bear all costs associated
with the installation of equipment at Seller’s Panama City, Florida Mill required to enable the loading of BLSS into rail
cars or tank trucks for delivery to Buyer; provided that, any such costs paid by Buyer will be credited against any Unique Contractual
Commitment payment owed by Buyer to Seller pursuant to Exhibit J, Section 2 of this Agreement provided that such credit
must be utilized within five (5) years of Buyer incurring such costs. For purposes of this Agreement, a “Swap”
shall mean the trade, exchange or similar transaction between Buyer and a third party unaffiliated with Buyer of: (i) Buyer’s
CTO and/or BLSS for (ii) the CTO Equivalent Ton of such third party’s CTO or BLSS.



 


		B.	Once per year during the Term: (i) Seller shall have the right to audit Buyer’s compliance
with Sections 1C, 3, 9 and Exhibit J of this Agreement during the most recent twelve (12) month period and (ii) Buyer shall
have the right to audit Seller’s compliance with Sections 1(first paragraph), 2B, 3D, 6D, and Exhibit H of this Agreement
during the most recent twelve (12) month period.



 




    	 	Page 9 of 17	 



     


    

 


		i.	Such audit shall be conducted by means of a nationally recognized, independent accounting firm
(the “Auditor”) approved by both Parties (such approval shall not be unreasonably withheld, conditioned or delayed)
who shall inspect and examine the relevant books and records, including all underlying contracts, amendments, and pricing letters,
of the audited Party, in order to verify compliance with the applicable Section of or Exhibit to this Agreement.



 


		ii.	The requesting Party shall notify the other Party in writing of its intent to exercise its audit
rights hereunder. The Parties shall in good faith make reasonable efforts to mutually agree upon a joint letter of instruction
for the Auditor which shall describe the format and procedures the Auditor shall undertake and the documents it will examine in
the course of its audit. If the Parties are unable to agree on the terms of the letter of instruction, the Auditor shall make its
examination and determination in accordance with written instructions provided by the requesting Party; provided that, such instructions
shall request the examination to be conducted in accordance with this Section 10B. A copy of such written instruction shall be
provided to the other Party no later than thirty (30) days prior to the Auditor commencing its audit; provided that, prior to commencing
such audit, the Auditor shall have agreed to hold in confidence and not disclose to the requesting Party any of the audited Party’s
information. No later than ten (10) days before the audit, the Auditor shall provide the audited Party with a list of documents
to be made available by the audited Party and audited Party shall have the documents ready for inspection and review when the Auditor
arrives to conduct the audit. In addition, the audited Party is obligated to furnish and make available to the Auditor such other
information in the audited Party’s possession as is required in the Auditor’s reasonable judgment to conduct the audit.
The Auditor shall have the right to discuss such information with the audited Party’s officers and employees as is required
in the Auditor’s reasonable opinion to conduct the audit. The Auditor shall provide both Parties with a final written conclusion
of compliance or non-compliance and the amount of the discrepancy, if any. If a discrepancy is found by the Auditor, the Auditor’s
conclusion shall specify the amount owed by the applicable Party and a general statement as to the basis for the discrepancy.



 


		iii.	The Auditor’s costs and expenses associated with each such audit shall be borne by the auditing
Party if such audit reveals that no refund or reimbursement is due from the audited Party. If such audit reveals an error in payment
of five percent (5%) or more in any item subject to the audit, such that a refund or reimbursement is due from the audited Party,
then the audited Party shall pay the Auditor’s costs and expenses.



 


		iv.	If as a result of such audit it is determined that one Party owes money to the other Party, such
Party shall pay such money to the other Party within thirty (30) days of written request by the other, together with interest thereon
at the prevailing prime rate as published by The Wall Street Journal newspaper currently entitled “Money Rates,” not
to exceed the maximum rate allowed by applicable law. Interest shall accrue from the date of the discrepancy to the date of payment
to the other Party.”



 


		C.	Seller reserves the right to install acidulation equipment and convert BLSS to CTO at any Mill
at any time.



 


		D.	The Parties shall comply with the Alkaline Brine procedures set forth on Exhibit H.



 


		E.	The Parties shall comply with the Black Liquor Return procedures set forth on Exhibit I.



 


		F.	Seller shall give at least twelve (12) months’ notice prior to ceasing acidulation of BLSS
into CTO for any period exceeding thirty (30) days at any Mill which formerly conducted such



 




    	 	Page 10 of 17	 



     


    

 


acidulation, unless such cessation
is due to a force majeure event described in Section 16 below. If such Mill is still producing BLSS despite ceasing acidulation,
Buyer shall be obligated to purchase BLSS from such Mill. If, pursuant to Exhibit H, a Party requires return of Alkaline
Brine generated from the resulting offsite acidulation of such BLSS, Buyer shall arrange for return of the Alkaline Brine to such
Mill, and Seller shall pay the transportation costs for such return during the period of cessation or the remaining portion of
the Term, whichever is sooner. If such cessation of acidulation occurs without the required twelve (12) months’ notice, then
Seller shall have the option in its discretion to (i) internally acidulate such BLSS at its other Mills pursuant to Section 5D
above, (ii) sell such BLSS to Buyer at a distressed price of fifty percent (50%) of the then-current Purchase Price for BLSS under
this Agreement, for each month that notice was delayed and less than the required twelve (12) months’ notice (the “Delay
Period”), or (iii) choose to self-consume and burn such BLSS for a period of twelve (12) months, or any combination of
the foregoing. At the end of the Delay Period, Buyer shall be obligated to purchase BLSS at the then-current Purchase Price for
BLSS.


 


		G.	The Parties shall comply with the strategic supplier payment procedures set forth on Exhibit
J.



 


		11.	DELIVERY



 


		A.	If requested by Buyer, Seller will inform Buyer of planned plant outages as well as its estimate
of the quantity of CTO and/or BLSS it may have available in any succeeding calendar quarter. Seller’s estimate shall not
obligate Seller to provide any minimum quantity.



 


		B.	Subject to variances in volumes of Products supplied due to planned outages, seasonality in production,
changes in product grade mix, or other such general production factors, Seller shall not purposely withhold volumes from month
to month in order to deliver Products in bulk at unequal intervals.



 


		C.	Title and risk of loss to all CTO and BLSS shall pass to Buyer at Seller’s Mill site when
loaded in tank trucks, rail cars or barges, as mutually agreed upon (“Delivery”).



 


		12.	TERMS OF PAYMENT



 


		A.	Seller shall invoice Buyer upon Delivery of Products and Buyer shall pay each invoice within thirty
(30) days of the invoice date. Each Delivery of CTO and BLSS shall constitute a separate and distinct sale, and any default by
Buyer in ordering, accepting or paying for any Delivery shall not affect Seller’s right to insist upon full performance of
Buyer’s obligations hereunder for the full Term. Likewise, any default by Seller in its performance hereunder shall not affect
Buyer’s right to insist upon full performance of Seller’s obligations hereunder for the full Term.



 


		B.	To the extent that Buyer is more than thirty (30) days past due with payments, Buyer shall pay
interest on unpaid amounts at the rate equal to the lesser of (i) then-applicable “Prime Rate” of interest per annum
as published in the Wall Street Journal plus eight percent (8%), and (ii) the maximum amount permitted by applicable law. To the
extent that Buyer is sixty (60) or more days past due with payments, Seller may demand a letter of credit for past due amounts.
Seller may cease to ship CTO and/or BLSS to Buyer until such letter of credit or all past due payments are received, in addition
to its other rights and remedies in connection with this Agreement.



 


		C.	(i) Buyer may, but shall not be obligated to, obtain a credit rating by independent, third party,
credit-rating institutions. Without limiting Seller's other rights and remedies, in the



 




    	 	Page 11 of 17	 



     


    

 


event that Buyer obtains a credit
rating and Buyer's credit rating at any time falls to or below a Moody’s Investor Services (“Moody’s”)
standard rating of “B1”, or a Standard & Poor’s Financial Services LLC (“S&P”)
standard rating of “B+” (each a “Minimum Credit Level”), then Seller shall have the right,
in its sole discretion, on thirty (30) days’ notice to Buyer, to require Buyer either to (a) post a letter of credit in an
amount necessary to cover all outstanding accounts receivable due from Buyer to Seller and all pending sales of Product by Seller
to Buyer or (b) forward a cash amount equal to one hundred twenty five percent (125%) of the highest accounts receivable balance
of Seller’s sales to Buyer over the previous six (6) months or one hundred twenty five percent (125%) of the forecasted accounts
receivable balance, whichever is higher. Any such cash amount received by Seller from Buyer may be comingled with other funds of
Seller and shall not bear interest. At Seller’s sole discretion, any such cash amounts and the proceeds of any draws under
a letter of credit may be applied by Seller to outstanding accounts receivable from Buyer or held as security for Buyer’s
obligations under this Agreement. Upon application of all or any portion of such cash amounts or proceeds of draws under a letter
of credit to outstanding accounts receivable from Buyer, Seller shall have the right, in its sole discretion, to require Buyer
to post additional letters of credit or additional cash in amounts sufficient to continue to meet the requirements of clause (a)
or (b) above, as applicable. To secure Buyer’s obligations under this Agreement, Buyer hereby grants to Seller a security
interest in all letters of credit, letter of credit rights and proceeds thereof and all cash amounts now or hereafter received
by Seller pursuant to this Section 12C. Seller may suspend production and defer or eliminate further Deliveries and sell its Products
to other buyers, in whole or in part, until such conditions are met, with a corresponding adjustment to any volume requirements
or credit calculations or incentive payments under this Agreement. When both of Buyer’s credit ratings return to levels above
the Minimum Credit Levels, the original payment terms of this Agreement shall be reinstituted for so long as Buyer’s credit
levels remain above the Minimum Credit Levels.


 


(ii) In the event Buyer is unable
to obtain or elects not to obtain the foregoing Moody’s or S&P credit ratings, Buyer shall provide its annual audited
financial statements and its quarterly company-prepared financial statements to Seller, and any other related information reasonably
requested by Seller, in order for Seller to make an informed and accurate assessment of whether Buyer meets the Seller’s
typical credit requirements and whether Buyer must post a letter of credit or cash amount as described above; provided, that if
Buyer does not provide such financial information, then Buyer acknowledges that Seller may, among its other rights, require Buyer
to post the letter of credit or forward the cash amount described above. Buyer’s posting of such letter of credit or forwarding
of such cash amount shall be absolute and necessary preconditions to Seller’s obligation to provide any Products to Buyer
under this Agreement, and any failure of Buyer to satisfy such conditions will result, in Seller’s sole discretion, in (a)
reduction in any amount that Seller deems appropriate to the volumes or percentage of Products sold to Buyer under this Agreement,
(b) Seller having the right to sell to third parties any portion of the volumes or percentage of Products not sold to Buyer, and
(c) Seller having the right to declare that Buyer’s failure is sufficient and conclusive evidence of Buyer’s insolvency
and inability to pay its debts as they mature, in which case Seller shall have the right to terminate this Agreement pursuant to
Section 18A below.


 


		13.	WARRANTIES



 


Seller represents
and warrants to Buyer that (a) Seller will convey good and marketable title to the Product free and clear of any liens and encumbrances,
and (b) Seller shall manufacture the Products in accordance with all applicable laws, rules and regulations. Seller MAKES NO OTHER
WARRANTIES, OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, 


 




    	 	Page 12 of 17	 



     


    

 


WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.


 


		14.	CLAIMS



 


			All breach of warranty claims relating to any Delivery must be made in writing within thirty (30)
days after close of the calendar quarter in which the CTO or BLSS, as the case may be, is received, or it shall be deemed to have
been waived.



 


			



		15.	LIABILITY



 


Except as set forth in this Agreement,
Seller’s liability to Buyer or anyone claiming through or on behalf of Buyer with respect to any claim or loss arising out
of a breach of warranty or this Agreement shall be limited to an amount equal to (a) the applicable Purchase Price of the volume
of CTO or BLSS, associated with such liability, or (b) where mutually agreed to, replacement of the CTO or BLSS in question. In
no event shall EITHER party be liable for any PUNITIVE, incidental, consequential, indirect or special losses or damages (including,
without limitation, lost profits, lost revenues, loss of business AND DIMUNITION OF VALUE), whether foreseeable or not AND whether
OR NOT occasioned by any failure to perform or the breach of any representation, warranty, covenant or other obligation under this
Agreement for any cause whatsoever. Any warranty claim shall be brought within six (6) months of the date of delivery of
the relevant load(s) of Products from Seller to Buyer or thereafter be barred. For the avoidance of doubt, any warranty claim shall
apply only to those warranties expressly provided for in Section 13 above.


 


		16.	FORCE MAJEURE



 


			Seller shall not be liable for any failure to deliver or for any delay in delivery, and Buyer shall
not be liable for any failure to request or take delivery or for any delay in requesting or taking delivery, when any such failure
or delay shall be caused, directly or indirectly, in each case beyond the reasonable control of the party whose performance is
delayed, by fire, floods, accidents, explosions, machinery breakdown, sabotage, strikes or other labor disturbances (regardless
of the reasonableness of the demands of labor), civil commotions, riots, invasions, wars (present or future), acts, restraints,
requisitions, regulations or directions of any government in or of the United States, Canada or Brazil, voluntary or mandatory
compliance by Buyer or Seller with any request of any federal, state, or local government or any officer, department, agency or
committee of such government for purposes of national defense or for materials represented to be for purposes of (directly or indirectly)
producing articles for national defense or completing national defense facilities, shortages of labor, fuel, power or raw materials,
inability to obtain supplies, failure of normal sources of supplies, inability to obtain or delays of transportation facilities,
any act of God or any cause (whether similar or dissimilar to the foregoing), beyond the reasonable control of Buyer or Seller,
as the case may be, affecting the production, Delivery, or consumption of any materials covered by this Agreement. The affected
Party shall promptly notify the other Party of the occurrence of any of the foregoing and use commercially reasonable efforts to
resolve such issue promptly.



 


		17.	ASSIGNMENT



 


This Agreement may not be assigned
(by operation of law or otherwise) in whole or in part by either Party without first obtaining the written consent of the other
Party thereto, which consent shall not be unreasonably delayed, conditioned, or withheld; provided, however, that either Party
may assign or otherwise transfer all of its rights and obligations under this Agreement to any entity controlling, controlled by
or under common control with such Party, upon prior written


 




    	 	Page 13 of 17	 



     


    

 


notice to the other Party. In
each case of assignment the entity to which the Agreement is assigned shall accept all the duties and obligations of the assigning
Party hereunder.


 


		18.	DEFAULT



 


		A.	Either
                                         Party may terminate this Agreement, immediately, upon giving written notice to the other
                                         Party, if the other Party liquidates or suspends all, or a substantial portion, of its
                                         business; dissolves or terminates its existence; becomes insolvent or unable to pay its
                                         debts as they mature; or commits any act of bankruptcy or makes any arrangement, composition
                                         or assignment for the benefit or creditors and such bankruptcy or other insolvency proceedings
                                         are not discharged within sixty (60) days of the occurrence thereof, all of which events
                                         shall be considered a breach hereunder. Upon termination, the non-defaulting Party may
                                         seek such damages to which it may be entitled at law or in equity.



 


		B.	Except as to defects in condition
                                         or nonconformance of Products, which are governed by the rights remedies set forth in
                                         Section 1 above, or Buyer’s failure to provide assurance of financial stability
                                         as set forth in Section 12C above, if either Party defaults in the performance of any
                                         material provision of this Agreement, the other Party may give notice in writing of such
                                         default and, if after thirty (30) days following the giving of such notice said default
                                         has not been rectified, the other Party may terminate this Agreement by providing written
                                         notice of termination. 



 


		C.	The termination of this Agreement
                                         shall not release either Party from the obligation to pay any sum that may be owing to
                                         the other Party (whether then or thereafter due to Seller) or operate to discharge any
                                         liability that had been incurred by either Party prior to any such termination. Furthermore,
                                         the provisions in Sections 1C, 12-15, 17, 19 and 21-22 shall survive the termination
                                         or expiration of this Agreement.



 





	19.	INSURANCE AND SAFETY POLICIES









 


		A.	Each Party shall obtain, pay for
                                         and keep in force during the Term the following insurance coverage with at least the
                                         following minimum limits of coverage: (i) statutory workers’ compensation in accordance
                                         with all state and local requirements; (ii) employer’s liability with a limit of
                                         no less than $1,000,000 for one or more claims arising from each accident; (iii) commercial
                                         general liability, including coverage for completed operations (for at least two years
                                         after the performance of the Services) and contractually assumed obligations, with liability
                                         limit of no less than $1,000,000 per occurrence and $2,000,000 general aggregate; (iv)
                                         business automobile liability for all owned, non-owned and hired vehicles with bodily
                                         injury limits of no less than $1,000,000 combined single limit; and (v) excess umbrella
                                         liability coverage with a limit of no less than $5,000,000 per occurrence. Each Party
                                         shall cause its insurers to (a) waive all rights of subrogation against the other Party,
                                         its officers, directors and employees, (b) include the other Party and its affiliates
                                         as additional insureds for the coverages set forth in clauses (iii), (iv) and (v) above
                                         and (c) furnish certificates of insurance to the other Party in a form acceptable to
                                         the other Party evidencing that the above insurance is in effect and otherwise complies
                                         with the requirements of this Section. Each Party shall give the other Party at least
                                         thirty (30) days written notice of any material change or alteration in or the cancellation
                                         of any required policy of insurance. At all times during the Term, all insurance must
                                         be issued by an entity authorized to do business in the State(s) where business is transacted
                                         relating to the Products and must be rated “A-” or better with a financial
                                         rating of VIII or better in the A.M. Best Rating Guide. The carrying by each Party of
                                         the insurance required herein shall in no way be interpreted as relieving such Party
                                         of any other obligations it may have under this Agreement.



 




    	 	Page 14 of 17	 



     


    

 


		B.	As Buyer’s employees and representatives will be coming to the Mills on a recurring basis,
Buyer agrees that its employees and any of its authorized subcontractors at each Mill site shall strictly abide by such Mill’s
safety and security policies and procedures.



 


		20.	NOTICE



 


			Any notice which a Party hereto is required to give or may desire to give in connection with this
Agreement shall be in writing and shall either be (a) delivered in person, (b) sent standard overnight courier or (c) mailed, registered
or certified mail, return receipt requested, postage prepaid and addressed to the attention of the Party intended as the recipient
at the address listed below. The Party provided such written notice shall also send a contemporaneous notice by email to the recipient’s
email address provided below. All such notices shall be deemed to have been received upon the date of delivery.



 


To Seller:


 


WestRock Company


3950 Shackleford Road


Duluth, GA 30096


Attn: Chief Procurement Officer


 


With a copy to:


WestRock Company


Attn: General Counsel


504 Thrasher Street


Norcross, Georgia 30071


 


Email: LegalDepartment@WestRock.com


 


To Buyer:


 


Ingevity Corporation


Attn: CTO Procurement Manager


5255 Virginia Avenue


North Charleston, SC 29406


 


Ingevity Corporation


Attn: General Counsel


5255 Virginia Avenue


North Charleston, SC 29406


 


		21.	Confidentiality. 



  


Any Party receiving Confidential
Information (as defined below) from the other Party shall maintain the confidential and proprietary status of such Confidential
Information, keep such Confidential Information and each part thereof within its possession or under its control sufficient to
prevent any activity with respect to the Confidential Information that is not specifically authorized by this Agreement, use commercially
reasonable efforts, in each case, to prevent the disclosure of any Confidential Information to any other person or entity, and
use commercially reasonable efforts to ensure that such Confidential Information is used only for those purposes specifically authorized
herein; provided, however, that such restrictions shall not apply to any Confidential Information which is (a) independently developed
by, or already in possession of, the receiving Party, as demonstrated by its written records, (b) in the public domain at the time
of its receipt or thereafter becomes part of the public domain through no fault


 




    	 	Page 15 of 17	 



     


    

 


of the receiving Party, (c) received
without an obligation of confidentiality from a third party who, to the receiving party’s knowledge, has the right to disclose
such information, (d) released from the restrictions of this Section 21 by the express written consent of the other Party hereto,
or (e) compelled to be disclosed by law or pursuant to a court order (the disclosing Party shall, however, use commercially reasonable
efforts to obtain confidential treatment of any such disclosure). “Confidential Information” shall mean: (x)
the terms and conditions of this Agreement and (y) all information and records relating to the operation of each other's business,
including, without limitation, trade secrets, technical information, development, production, sales, marketing, pricing and financial
details related to the refining of CTO. Each Party shall return or destroy all Confidential Information of the other Party within
thirty (30) days following the termination of this Agreement for any reason, except for one (1) copy that may be retained by the
recipient’s legal department for archival, compliance or enforcement purposes.


 


		22.	GOVERNING LAW



 


This Agreement is to be governed by and interpreted
in accordance with the internal substantive laws of the Commonwealth of Virginia.  The Parties consent to and agree that venue
is proper with, and any and all disputes arising out of or relating in any way to the Agreement shall be subject to, the exclusive
jurisdiction of, the U.S. District Court for the Eastern District of Virginia (Richmond Division), or the Circuit Court of the
County of Henrico, Virginia.  The Parties consent to the jurisdiction of such courts, agree to accept service of process by
mail and waive any jurisdictional or venue defenses otherwise available. The Parties expressly reject the applicability to this
Agreement of the United Nations Convention on Contracts for the International Sale of Goods.


 


		23.	WAIVER; AMENDMENT



 


Except as otherwise expressly
provided herein, the failure or delay by either Party to exercise any of its rights hereunder shall not be construed to be a waiver
of any of such rights. The provisions of this Agreement may be waived, altered, amended or supplemented, in whole or in part, only
by a writing signed by both Parties. No waiver of any performance required under this Agreement shall be deemed a waiver of future
compliance with all of the terms hereof.


 


		24.	ENTIRE AGREEMENT



 


This Agreement constitutes the entire agreement between
the Parties hereto with respect to the sale and purchase of CTO and BLSS and there are no understandings, representations or warranties
of any kind whatsoever with respect to such sale and purchase except as expressly herein set forth. All modifications to this Agreement
shall be in writing and signed by Buyer and Seller. A failure to exercise any right hereunder with respect to any breach shall
not constitute a waiver of such right with respect to any subsequent breach. Any references to “the Agreement” in the
exhibits hereto are references to this Agreement.


 


		25.	COUNTERPARTS; FACSIMILE SIGNATURE



 


This Agreement may be executed
in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be
one and the same instrument. A signature sent by telecopy or facsimile transmission shall be as valid and binding upon the Party
as an original signature of such Party.


 




    	 	Page 16 of 17	 



     


    

 


IN WITNESS WHEREOF, the Parties
have executed this Agreement as of the 14th day of May, 2016.


 


	 	INGEVITY CORPORATION	WESTROCK SHARED
	 	 	 	 	SERVICES, LLC
	 	 	 	 	 	 	 
	 	By:	/s/ Edward A. Rose	 	By:	/s/ Robert B. McIntosh	 
	 	 	Name: Edward A. Rose	 		Name: Robert B. McIntosh	 
	 	 	Title: President, Specialty Chemicals	 		Title: Executive Vice President, General Counsel	 
	 	 	 	 	 	 	 
	 	 	 	 	WESTROCK MWV, LLC
	 	 	 	 	 	 	 
	 	 	 	 	By:	/s/  Robert B. McIntosh	 
	 	 	 	 	 	Name:  Robert B. McIntosh	 
	 	 	 	 	 	Title: Executive Vice President, General Counsel	 


 




    	 	Page 17 of 17