ProAmpac Holdings Inc.

Standard Terms and Conditions of Purchase

These are the terms and conditions for the purchase of goods (“Goods”) by ProAmpac Holdings Inc. and its subsidiaries and affiliates, including Ampac Holdings, LLC and Prolamina Corporation (collectively, “ProAmpac”) by any seller (“Seller”).

1. AGREEMENT - Except if otherwise agreed in a written instrument by both ProAmpac and Seller, these terms and conditions (collectively, “Terms”) together with any written commercial terms, purchase order, work order, scope of work, statement of work, offer or other similar writing (“Order”) signed by ProAmpac to sell, ingredients, packaging, materials, parts, equipment or other goods (collectively, “Goods”) or design, consulting, support, installation, repair, maintenance or other services (collectively, “Services”) or some combination of Goods and Services, shall constitute the sole and entire agreement (“Agreement”) between ProAmpac and Seller concerning the sale and purchase of those Goods or Services that are the subject of the Order, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter of an Order. These Terms shall prevail over any terms or conditions contained in any other documentation and expressly exclude any of Seller’s general terms and conditions of sale or any other document issued by Seller in connection with an Order. These Terms shall further apply to any repaired or replacement Goods or Services provided by Seller hereunder. ProAmpac is not obligated to any minimum purchase or future purchase obligations unless expressly agreed to in writing. Seller's (a) execution of an Order or any release related to an outstanding Order, (b) failure to object in writing to an Order or any ProAmpac release related to an outstanding Order within one business day of receipt by Seller of the Order or the ProAmpac release, (c) commencement of work on the Goods or Services under the terms of an Order, or (d) shipment of the Goods or the provision of Services covered by an Order, whichever occurs first, shall be deemed Seller's acceptance of both the Order and these Terms. PROAMPAC’S AGREEMENT IS LIMITED TO THE EXPRESS TERMS OF THE AGREEMENT AND DOES NOT INCLUDE ANY ADDITIONAL OR DIFFERENT TERMS PROPOSED BY SELLER OR ANY ATTEMPT BY SELLER TO VARY THE TERMS OF THE AGREEMENT.

2. ACCEPTANCE - Any Order is not binding on ProAmpac until Seller accepts the Order in writing. ProAmpac may withdraw the Order at any time before it is accepted by Seller.

3. COMPLETION - Time is of the essence for this Agreement. Subject to any agreed upon lead times, if the Goods or Services are not delivered or rendered by the date set forth in the Order, and such failure to deliver is not caused by ProAmpac, then ProAmpac may, without liability and in addition to its other rights: (a) terminate the Order or reschedule the Order delivery time by notice to Seller; and (b) buy substitute Goods or procure Services elsewhere and Seller shall reimburse ProAmpac for losses incurred, which may include the difference between the Order price and the purchase price for substitute Goods or Services, expedited delivery charges, direct, indirect damages, and consequential damages. Seller will use reasonable commercial efforts to fill Orders where less than the agreed-upon lead time is given, provided that Seller shall not have any liability for any failure to fill any such Orders in less than the agreed-upon lead time.

4. SHIPMENT OF GOODS - Seller shall prepare and pack for shipment all Goods in accordance with ProAmpac's specific instructions to the delivery location specified by the ProAmpac (“Delivery Location”). Seller shall give written notice of shipment to ProAmpac when the Goods are delivered to a carrier for transportation. Seller shall provide ProAmpac all shipping documents, including the commercial invoice, packing list, air waybill or bill of lading, and any other documents necessary to release the Goods to ProAmpac within one (1) business day after Seller delivers the Goods to the transportation carrier. In the absence of ProAmpac’s specific instructions to the contrary, Seller shall effect each shipment of Goods in accordance with good commercial practices: (a) to ensure safe delivery and freedom from damage, (b) to secure the lowest transportation rates, and (c) to meet carriers' requirements. Title passes to ProAmpac upon delivery of the Goods to the Delivery Location. Seller bears all risk of loss or damage to the Goods until such delivery of the Goods to the Delivery Location. Further, Seller shall beresponsible for all damage resulting from improper or inadequate packaging. ProAmpac will not pay charges for packing, crating or in carriage delivery, unless otherwise stated in this Agreement. If Seller must expedite shipment in order to comply with ProAmpac's required delivery date, Seller shall pay all increased transportation costs, unless ProAmpac solely causes the necessity for, and agrees in writing to pay, the increased costs. Unless otherwise agreed in writing by ProAmpac, ProAmpac shall neither return nor pay for drums, carboys pallets, containers, reels, or other shipping devices. In the absence of ProAmpac’s specific instructions to the contrary, Seller shall ship all Goods DDP the facility designated by ProAmpac (Incoterms 2010).

5. COVENANTS, WARRANTIES AND REPRESENTATIONS - Seller covenants, warrants and represents that Goods and Services it provides: (a) shall conform to all samples submitted by Seller and approved by ProAmpac; (b) shall conform to all applicable drawings, standards, specifications, performance criteria and any other description provided or agreed to by ProAmpac; (c) shall be new, unless otherwise set forth in the Order; (d) shall be free from defects in material, workmanship, and design; (e) shall be merchantable; (f) shall be safe and fit for the purpose for which Goods or Services of this kind are normally used and for any particular purposes disclosed to Seller and operate as intended; (g) shall comply with, and together with their packaging, labeling and accompanying materials be properly contained, packaged, marked and labeled in accordance with, applicable laws and any specific instructions of ProAmpac; (i) shall not be subject to any liens, encumbrances, security interests; and (j) shall not infringe any intellectual property rights when sold hereunder or when used by ProAmpac its customers or agents. Seller further covenants, warrants and represents that: (i) neither Seller nor any of its, officers, employees, or subcontractors is expressly or by implication prohibited from providing the Goods or Services by virtue of the terms and conditions of any agreement, instrument, or other obligation and Seller will not be impaired or prevented from providing the Goods or Services in accordance with the Agreement by virtue of commitments to other customers; (ii) Seller shall provide the Goods or Services in an efficient and good professional manner, in compliance with all laws, rules, and regulations applicable at the time, consistent with ProAmpac policies and procedures applicable from time to time (including but not limited to ProAmpac's Plant Safety Policy), and in accordance with the highest performance standards of its industry or as may be agreed by the parties; and (iii) Seller is in, and holds itself out to the public to be in, the business of providing the Goods or Services. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of ProAmpac’s discovery of the noncompliance of the Goods with the foregoing warranties.

6. COMPLIANCE WITH LAW - Seller is in compliance with and shall comply with all applicable laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under the Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of Goods under this Agreement. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Provider may, at its sole discretion, terminate this Agreement or any Order under this Agreement for cause pursuant to Section 17 if any government authority imposes antidumping duties, countervailing duties or any retaliatory duties on the Goods.

7. PROAMPAC’s RIGHTS - ProAmpac's inspection, testing, payment for, or use of the Goods or Services furnished shall not constitute acceptance thereof and shall not affect Seller's obligations under the warranties set forth herein, which warranties shall survive ProAmpac's inspection, testing, acceptance, and use. Nothing contained in this Agreement shall relieve Seller in any way from its obligations to test, inspect, and control the quality of the Goods or Services. ProAmpac may inspect the Goods or Services and may accept or reject at any time any and all Goods or Services that are less than or in excess of the quantity ordered or that are, in ProAmpac's judgment, defective or do not conform to any warranty or this Agreement. Seller will promptly at ProAmpac's option (a) replace or correct any Goods or Services which are defective or nonconforming, at its sole cost and expense, and only upon written replacement order from ProAmpac, or (b) credit ProAmpac's account with an amount equal to the amount paid for such defective or non-conforming Goods or Services, including any duties and other costs incurred by ProAmpac, provided ProAmpac notifies Seller within a reasonable time of its knowledge of the defect or nonconformity. In addition to ProAmpac's other rights, ProAmpac may, at Seller's risk, return to Seller rejected Goods, and Seller shall reimburse ProAmpac for all expenses of unpacking, examining, repackaging, and reshipping the Goods. If Seller fails to timely take any of the corrective action described in this Paragraph, ProAmpac may procure substitute Goods or Services, and Seller shall reimburse ProAmpac for all costs incurred. Substitutions by Seller will not be accepted without ProAmpac's prior written approval. ProAmpac's count as to the quantity of Goods delivered shall be accepted as final and conclusive on all shipments that are not accompanied by a packing slip indicating the quantity delivered.

8. FEES/PRICES - Except as otherwise approved in writing by ProAmpac, the fees and prices set forth in this Agreement are firm and are the total amount due from ProAmpac for the Goods or Services, including duties, taxes, freight, and any other charges. ProAmpac is not responsible for any amount above and beyond the amounts described in this Agreement. Seller shall not make shipment without ProAmpac's prior written consent if prices differ between the Order, as may be amended, and any other written arrangement, and in no event is the Order to be filled at higher prices than last previously quoted or charged to ProAmpac without ProAmpac's prior written consent. Seller warrants that the fees and prices charged to ProAmpac are as low as any net prices now charged by Seller to any customer for goods or services of like quality and in like quantities; and Seller agrees that if at any time during the term of the Order lower net fees or prices are quoted, such lower net fees or prices must apply to all Goods under any outstanding ProAmpac Order and shall be substituted for the net fees or prices of any future Order. Payment shall be due as agreed upon by the parties, following the later of the date of actual receipt by ProAmpac of the Goods or Services and receipt of Seller's invoice therefor. If ProAmpac has a claim against Seller resulting from this Agreement or any transaction, ProAmpac may deduct or set off disputed amounts from Seller's claims for amounts due hereunder.

9. CHANGES IN GOODS OR SERVICES - ProAmpac may, at any time prior to delivery, change the drawings, designs, specifications, materials, packaging, time and place of delivery, and method of transportation under the Order. Seller agrees to accept any changes, provided that if a change increases or decreases the cost or time required for performance, the parties will make an equitable adjustment and will modify the Order in writing accordingly. Seller shall inform ProAmpac in advance of any material change, intentional or otherwise, to the Goods or Services, including changes in composition, quality assurance specifications, manufacturing processes, labeling, ingredient, material functionality, safety of the Goods or Services, manufacturing locations, or subcontracting. If ProAmpac will not agree to any change made by Seller, ProAmpac may cancel the Order under the terms set forth in the Termination For Cause Paragraph below.

10. GENERAL INDEMNIFICATION - IN ADDITION TO SELLER'S OTHER OBLIGATIONS HEREUNDER, SELLER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS PROAMPAC, ITS PARENT COMPANY, THEIR AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS AND THEIR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, AND CUSTOMERS (COLLECTIVELY, “INDEMNITEES”) AGAINST ANY AND ALL ALLEGED DAMAGES, CLAIMS, FINES, PENALTIES, LIABILITIES, LOSSES, INJURY, DEATH, DEFICIENCY, ACTIONS, AND COSTS AND EXPENSES (INCLUDING LITIGATION EXPENSES, ATTORNEYS' FEES, PUNITIVE DAMAGES, THE COSTS OF ENFORCING ANY RIGHT TO INDEMNIFICATION HEREUNDER, AND THE COSTS OF PURSUING ANY INSURANCE PROVIDERS) (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RESULTING IN ANY WAY FROM ANY KNOWN OR UNKNOWN DEFECT IN THE GOODS OR SERVICES, THE BREACH OF ANY SELLER REPRESENTATION, WARRANTY, OR OBLIGATION, OR FROM ANY ACT OR OMISSION BY SELLER, ITS AGENTS, EMPLOYEES, OR SUBCONTRACTORS. PURCHASER MAY BE REPRESENTED BY AND ACTIVELY PARTICIPATE THROUGH ITS OWN COUNSEL IN ANY SUIT OR PROCEEDING AS TO WHICH INDEMNIFICATION IS DUE FROM SELLER. SELLER SHALL NOT ENTER INTO ANY SETTLEMENT WITHOUT PURCHASER’S OR INDEMNITEE’S PRIOR WRITTEN CONSENT.

11. INTELLECTUAL PROPERTY INDEMNIFICATION - SELLER SHALL, AT ITS EXPENSE, DEFEND, INDEMNIFY AND HOLD HARMLESS PROAMPAC AND ANY INDEMNITEE AGAINST ANY AND ALL LOSSES ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM THAT PROAMPAC’S OR INDEMNITEE’S USE OR POSSESSION OF THE GOODS INFRINGES OR MISAPPROPRIATES THE PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY. IN NO EVENT SHALL SELLER ENTER INTO ANY SETTLEMENT WITHOUT PROAMPAC’S OR INDEMNITEE’S PRIOR WRITTEN CONSENT.

12. INSURANCE - Seller shall, at its own expense, maintain insurance coverage, sufficient to satisfy its indemnification obligations hereunder, and in amounts reasonably requested by ProAmpac, written by a reputable insurance company that is authorized to do business in the jurisdictions where Seller does business. Upon Seller's acceptance of this Agreement and subsequently on Seller's insurance renewals, Seller will deliver to ProAmpac a certificate of insurance for all coverage required in this Paragraph, naming ProAmpac as an additional insured(except for statutory worker compensation) and providing that ProAmpac will be given thirty (30) days advance written notice of the insurer's intention to cancel or materially alter the policies specified herein. The insurance procured by Seller pursuant to this Paragraph shall be primary insurance, and neither excess over nor contributing with any other insurance procured and maintained by ProAmpac. The insurance requirements set forth above are minimum coverage requirements and are not to be construed in any way as a limitation on Seller's liability under this Agreement. Except where prohibited by law, Seller shall require its insurer to waive all rights of subrogation against ProAmpac’s insurers and ProAmpac or the Indemnitees.

13. CONFIDENTIALITY - Seller, and its employees, agents and representatives, shall consider all non- public, confidential, or proprietary information of ProAmpac, including all specifications, samples, designs, plans, customer lists, pricing, discounts or rebates, or other documents prepared by Seller in connection with this Agreement, the fact that ProAmpac has contracted to purchase Goods or Services from Seller, and all other non-public information relating to this Agreement, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, as “Confidential Information”. Without ProAmpac's prior written consent, Seller shall not disclose, copy, or use Confidential Information for any purpose other than solely for performing this Agreement. Upon ProAmpac’s request, Seller shall promptly return all documents and other materials received from ProAmpac. ProAmpac shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.

14. OWNERSHIP OF PROPERTY - Unless otherwise agreed in writing by ProAmpac, all designs, concepts, drawings, specifications, devices, formulations, materials, dies, plates, film, molds, and any other property furnished to Seller by ProAmpac or specifically paid for by ProAmpac, for use in the performance of this Agreement shall be: (a) and remain the property of ProAmpac, (b) kept separate from other property, (c) identified as ProAmpac's property, (d) subject to removal at any time without additional cost upon ProAmpac's instructions, (e) used only for filling Orders for ProAmpac, (f) held at Seller's risk, and (g) kept insured by Seller at Seller's expense while in its custody or control for an amount equal to the full replacement cost thereof, with loss payable to ProAmpac.

15. ASSIGNMENT - Seller may not assign or subcontract any part of this Agreement without ProAmpac's prior written consent. ProAmpac may assign the Agreement without Seller consent. If, with ProAmpac’s prior written consent, Seller subcontracts any part of this Agreement, Seller shall bind each of its subcontractors by this Agreement's terms and conditions; provided however that nothing contained in any subcontract shall create, nor be represented to create, a contractual relationship between any subcontractor and ProAmpac. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

16. TERMINATION FOR PURCHASER'S CONVENIENCE - ProAmpac may terminate this Agreement or any part hereof, at any time upon fifteen (15) days’ notice, solely for its convenience. Upon its receipt of ProAmpac's notice of termination, Seller shall immediately stop and cause all of its employees, suppliers and subcontractors to stop all work hereunder. Upon termination for convenience, ProAmpac will pay Seller a reasonable termination charge equal to the price of the Goods or Services delivered prior to Seller's receipt of ProAmpac's notice, or the percentage of the Agreement price reflecting the percentage of the Goods or Services provided prior to Seller's receipt of ProAmpac's notice, plus Seller's reasonable and direct costs resulting from the termination. ProAmpac shall not pay Seller for any work performed after Seller's receipt of notice of termination or for any costs that Seller could reasonably have avoided.

17. TERMINATION FOR CAUSE - In addition to ProAmpac's other rights and without liability to ProAmpac, ProAmpac may terminate this Agreement or any part hereof, for cause, with immediate effect in the event of any default by Seller of the terms or conditions of this Agreement, including no delivery, late delivery, delivery of nonconforming or defective Goods or Services, or Seller's failure to provide ProAmpac, upon request, with reasonable assurances of future performance, Seller becoming insolvent or filing a voluntary petition in bankruptcy, or the filing of an involuntary petition in bankruptcy against Seller, or upon Seller's execution of an assignment for the benefit of creditors. Upon receipt of ProAmpac's notice, Seller shall immediately stop and cause all of its suppliers and subcontractors to stop all work hereunder. If ProAmpac terminates this Agreement or any Order under this Agreement for any reason pursuant to this Section, Seller’s sole and exclusive remedy is payment for the Goods received and accepted by ProAmpac prior to the notice of termination.

18. GOVERNING LAW - This Agreement shall be governed and interpreted by the laws of the State of Delaware, without regard to its conflicts of laws rules. The United Nations Convention on the International Sale of Goods will not apply to this Agreement.

19. WAIVER - Neither ProAmpac's failure to insist on performance of any of the terms herein, nor its failure to exercise any right or privilege, shall be deemed a waiver of any terms, conditions, privileges or breaches by Seller under this Agreement; nor shall any waiver by ProAmpac of any Seller breach of this Agreement be deemed a waiver of any other or subsequent Seller breach, whether of the same or similar type.

20. ENTIRE AGREEMENT - This Agreement constitutes the entire agreement between the parties regarding this Agreement and may not be modified except by a writing provided by ProAmpac which Seller shall have accepted either by signing the writing or performing according to its direction. In the case of an express conflict between these Terms and the terms of an Order provided or agreed to in writing by the ProAmpac, the terms of such Order will prevail.

21. FORCE MAJEURE - In the event of any act of God, war, labor dispute, boycott, act of terrorism, riot, governmental act, strikes, fire, flood, accident or other casualty, or any other cause or condition beyond ProAmpac's reasonable control which interferes with ProAmpac's use of the Goods or Services, ProAmpac may, at its option, either cancel entirely or reschedule delivery of such portion of the Goods or Services not yet received at ProAmpac's plant or office and covered by this Agreement as ProAmpac is rendered unable to use because of such causes.

22. CONSUMER PROTECTION - Seller must fully disclose to ProAmpac the presence of any allergen ingredients recognized by applicable jurisdictions. Whenever Seller becomes aware that any of the Goods covered by the Order are or may become harmful to persons or property, or that the Goods have become infested, adulterated, or contaminated, or that the design or construction of the Goods is defective in any manner which is or may be in violation of laws or regulations or may become harmful to persons or property whether such Goods are used in the same mode as when delivered or whether the Goods are used in the manufacture of, or become part of, goods sold by ProAmpac to third parties, Seller shall immediately give notice to ProAmpac thereof, including all relevant information with respect thereto. Seller shall maintain appropriate quality control procedures and recording methods for the Goods to enable tracking and recall of the Goods where necessary.

23. RELATIONSHIP OF THE PARTIES - The relationship between the parties is that of independent contractors. Nothing contained in this Agreement or under any Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from any Order unless expressly stated in writing.

24. SEVERABILITY - If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. CUMULATIVE REMEDIES - ProAmpac’s rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.