EXCHANGE AND SHAREHOLDERS AGREEMENTExchange and Shareholders Agreement • April 19th, 2004 • JSG Acquisitions I • Wholesale-paper & paper products • Illinois
THIS EXCHANGE AND SHAREHOLDERS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private limited company organized under the laws of the Republic of Ireland with company number 380620 (the "Company"), the MDCP Co-Investors and each of the Persons listed on the Schedule of Additional Investors attached hereto (each an "Additional Investor" and collectively, the "Additional Investors"). The MDCP Co-Investors and the Additional Investors are collectively referred to herein as the "Investors" and in the singular as an "Investor". Except as otherwise indicated herein, capitalized terms used herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2004 • JSG Acquisitions I • Wholesale-paper & paper products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private limited company registered under the laws of the Republic of Ireland (the "Company"), each of the MDCP Co-Investors and each of the Persons listed on the Schedule of Minority Investors attached hereto (each a "Minority Investor" and collectively, the "Minority Investors"). The MDCP Co-Investors and the Minority Investors are collectively referred to herein as the "Investors" and individually as an "Investor". Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 7 hereof.
MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • April 19th, 2004 • JSG Acquisitions I • Wholesale-paper & paper products
THIS MANAGEMENT EQUITY AGREEMENT (this "Agreement") is made as of February 6, 2004, among JSG Packaging Limited, a private limited company organized under the laws of Ireland (the "Company"), and each of executives that become party hereto from time to time pursuant to the Management Equity Plan (as hereinafter defined) by executing a signature page to be attached hereto (each an "Executive").
CORPORATE GOVERNANCE AGREEMENTCorporate Governance Agreement • April 19th, 2004 • JSG Acquisitions I • Wholesale-paper & paper products
THIS CORPORATE GOVERNANCE AGREEMENT is made as of February 6, 2004, among JSG Packaging Limited, a private limited company incorporated under the laws of Ireland (the "Company"), each of the MDCP Co-Investors, Dr. Michael W.J. Smurfit ("MWJS"), Gary McGann ("GMcG"), Anthony Smurfit ("APJS"), Ian Curley ("IJC"), and each of the Persons listed on the Schedule of Other Investors attached hereto (each, an "Other Investor" and collectively, the "Other Investors"). MWJS, GMcG, APJS and IJC are collectively referred to herein as the "Management Investors" and individually as a "Management Investor". The Other Investors and the Management Investors are collectively referred to herein as "Minority Investors" and in the singular as a "Minority Investor." The MDCP Co-Investors and the Minority Investors are collectively referred to herein as the "Investors" and in the singular as an "Investor". Except as otherwise indicated herein, capitalized terms used herein are defined in Section 3 hereof.
