DIRECTORSHIP AGREEMENT WILLIAM FRY Solicitors Fitzwilton House Wilton Place Dublin 2 001042.0850.MRODirectorship Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENTManagement Equity Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
THIS AMENDED AND RESTATED MANAGEMENT EQUITY AGREEMENT (this “Agreement”) is made as of December 1, 2005 (the “Effective Date”), among JSG Packaging Limited, a private limited company organized under the laws of Ireland (the “Company”), and each of the 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 or is otherwise party to this Agreement by way of signature to the Prior Agreement (each, an “Executive”).
SHAREHOLDERS AND CORPORATE GOVERNANCE AGREEMENTShareholders and Corporate Governance Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products
THIS SHAREHOLDERS AND CORPORATE GOVERNANCE AGREEMENT (this “Agreement”) is made as of December 1, 2005, 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, Smurfit Kappa Feeder G.P. Limited, acting in its capacity as general partner of, and on behalf of, the Kappa Limited Partnership (the “Kappa Investor”), each of the Persons listed on the Schedule of Additional Investors (each, an “Additional Investor”, and collectively, the “Additional Investors”) and, for the purposes herein described, the Cinven Co-Investors, the CVC Co-Investors, the Stichting, Dr. Michael W.J. Smurfit (“MWJS”), Gary McGann (“GMcG”), Anthony Smurfit (“APJS”), and Ian Curley (“IJC” and together with MWJS, GMcG and APJS, each, a “Management Investor” and collectively, the “Management Investors”). The MDCP Co-Investors, the Kappa Investor, and the Additional Investors are collectively referred to
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2006 • JSG Funding PLC • Wholesale-paper & paper products • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of December 1, 2005, 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, Smurfit Kappa Feeder G.P. Limited, acting in its capacity as general partner of, and on behalf of, the Kappa Limited Partnership (the “Kappa Investor”), 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, the Kappa Investor, 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.
