0000919465-12-000024 Sample Contracts

INCOME TAX RECEIVABLE AGREEMENT dated as of November 29, 2012
Income Tax Receivable Agreement • December 17th, 2012 • Berry Plastics Group Inc • Plastics products, nec • New York

This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of November 29, 2012, is hereby entered into by and among Berry Plastics Group, Inc., a Delaware corporation (the “Corporation”) and Apollo Management Fund VI, L.P., a limited partnership (the “Existing Stockholders Representative”).

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Stockholders Agreement • December 17th, 2012 • Berry Plastics Group Inc • Plastics products, nec • New York

AMENDMENT NO. 1 (the “AMENDMENT”), dated as of October 2, 2012 to AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of April 3, 2007, by and among BERRY PLASTICS GROUP, INC., a Delaware corporation (the “CORPORATION”), and those stockholders of the Corporation listed on Schedule A thereto (the “AGREEMENT”).

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