0001047469-17-000959 Sample Contracts

AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT
Receivables Sale Agreement • February 24th, 2017 • Kapstone Paper & Packaging Corp • Paper mills • New York

THIS AMENDMENT NO. 3 TO RECEIVABLES SALE AGREEMENT (this “Amendment”) is dated as of February 21, 2017 but effective as of February 1, 2017 (the “Amendment Effective Date”), by and among:

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FORM OF RESTRICTED STOCK UNIT GRANT AGREEMENT
Restricted Stock Unit Grant Agreement • February 24th, 2017 • Kapstone Paper & Packaging Corp • Paper mills • Delaware

This Award is subject to the terms and conditions set forth in Exhibit A to this Restricted Stock Unit Grant Agreement, and in the KapStone Paper and Packaging {2016} Incentive Plan, as amended from time to time (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Stock Unit Grant Agreement. You may obtain a copy of the Plan and amendments to the Plan upon request. Capitalized terms used but not defined in this Restricted Stock Unit Grant Agreement have the meanings specified in the Plan.

FORM OF OPTION AGREEMENT
Option Agreement • February 24th, 2017 • Kapstone Paper & Packaging Corp • Paper mills • Delaware

KapStone Paper and Packaging Corporation, a Delaware corporation (the “Company”), hereby grants to {insert name} (“you” or the “Grantee”), [a non-employee director](1)[an executive officer] of the Company, an option (the “Option”) to purchase the number of shares of the Company’s common stock, $.0001 par value per share (each, a “Share”), at an option exercise price during the option term, and on the other terms and conditions set forth below.

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