**Exhibit4.11**

 

SHAREHOLDERS ANDCORPORATE GOVERNANCE AGREEMENT

 

THIS SHAREHOLDERS AND CORPORATE GOVERNANCE AGREEMENT(this “Agreement”) is made as of December 1, 2005, among JSG PackagingLimited, a private limited company organized under the laws of the Republic ofIreland with company number 380620 (the “Company”), the MDCPCo-Investors, Smurfit Kappa Feeder G.P. Limited, acting in its capacity asgeneral partner of, and on behalf of, the Kappa Limited Partnership (the “KappaInvestor”), each of the Persons listed on the Schedule of AdditionalInvestors (each, an “Additional Investor”, and collectively, the “AdditionalInvestors”) and, for the purposes herein described, the CinvenCo-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” andcollectively, the “Management Investors”). The MDCP Co-Investors, theKappa Investor, and the Additional Investors are collectively referred toherein as the “Investors” and in the singular as an “Investor”. Exceptas otherwise indicated herein, capitalized terms used herein are defined in Section10 hereof.

 

The MDCP Co-Investors and the Additional Investors ownOrdinary Shares — Class A of the Company, nominal value €0.001 per share (the “ClassA Ordinary Shares”). In connection with the transactions contemplated bythat certain Share Purchase Agreement, dated as of November 23, 2005, by andamong the Company, JSG Acquisitions, the Kappa Investor, the Stichting, theCinven Co-Investors and the CVC Co-Investors (as amended, modified,supplemented or waived from time to time, the “Purchase Agreement”), theKappa Investor is receiving, *inter alia*,Ordinary Shares — Class B of the Company, nominal value €0.001 per share (the “ClassB Ordinary Shares” and, together with the Class A Ordinary Shares, the “OrdinaryShares”). The Company and the Investors are entering into this Agreement inorder to record the arrangements which they have agreed should apply to theInvestors’ participation in the Company and to set out certain terms governingthe relationship amongst the Investors as shareholders and, where applicable,the Cinven Co-Investors, the CVC Investors and the Stichting as limitedpartners of the Kappa Limited Partnership.

 

NOW, THEREFORE, the parties hereto agree as follows:

 

# Section 1.               Covenantsof the Company.

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## 1A.          FinancialStatements and Other Information. The Company shall deliver to eachInvestor and, in the case of clause (v), the MDCP Co-Investors and the KappaInvestor:

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### (i)            as soonas available, but in any event within 30 days after the end of each monthlyaccounting period in each fiscal year, unaudited consolidated statements ofincome and cash flows of the Company and its Subsidiaries for such monthlyperiod and for the period from the beginning of the fiscal year to the end ofsuch month, and a consolidated balance sheet of the Company and itsSubsidiaries as of the end of such monthly period;

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### (ii)           as soon asavailable, but in any event within 45 days after the end of each quarterlyaccounting period in each fiscal year, unaudited consolidated statements of 

 

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### income and cashflows of the Company and its Subsidiaries for such quarterly period and for theperiod from the beginning of the fiscal year to the end of such quarter, and aconsolidated balance sheet of the Company and its Subsidiaries as of the end ofsuch quarterly period, setting forth in each case comparisons to the annualbudget and to the corresponding period in the preceding fiscal year;

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### (iii)          within120 days after the end of each fiscal year, consolidating and consolidatedstatements of income and cash flows of the Company and its Subsidiaries forsuch fiscal year, and consolidating and consolidated balance sheets of theCompany and its Subsidiaries as of the end of such fiscal year, setting forthin each case comparisons to the annual budget and to the preceding fiscal year,accompanied with respect to the consolidated portions of such statements(except with respect to budget data), by an opinion of an independentaccounting firm of recognized international standing acceptable to the Board;

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### (iv)          not laterthan 30 days after the beginning of each fiscal year, an annual budget preparedon a monthly basis for the Company and its Subsidiaries for such fiscal year(displaying anticipated statements of income and cash flows), and promptly uponpreparation thereof any other significant budgets prepared by the Company andany revisions of such annual or other budgets; and

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### (v)           writtencommentaries or reports on any of the above in the form provided to the seniorlenders of the Company and its Subsidiaries and other written reports orinformation regarding the Company provided to the MDCP Co-Investors (in thecase of written commentaries, reports and information to be provided to theKappa Investor) or the Kappa Investor (in the case of written reports,commentaries and information to be provided to the MDCP Co-Investors); providedthat the obligations of the Company pursuant to this clause (v) shall terminateon the Required Vote Termination Date.

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## 1B.          Inspectionof Property. The Company shall permit any representatives designated by anyInvestor, upon reasonable notice and during normal business hours and suchother times as any such holder may reasonably request, to (i) visit andinspect any of the properties of the Company and its Subsidiaries,(ii) examine the corporate and financial records of the Company and itsSubsidiaries and make copies thereof or extracts therefrom and (iii) discussthe affairs, finances and accounts of any such corporations with the directors,chief executive officer and chief financial officer of the Company.

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## 1C.          PreemptiveRight.

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### (i)            If theCompany proposes to issue any additional Ordinary Shares or Equity Securitiesor Equity Equivalents that are convertible or exercisable into Ordinary Shares(the “New Shares”) after the date hereof, each Investor shall have theright to purchase all or a portion of the New Shares equal to the product of(a) the total number of New Shares proposed to be issued, multipliedby(b) a fraction, (I) the numerator of which is the number of Class D ConvertibleShares (if any) and Ordinary Shares held by such Investor as of immediatelyprior to the proposed issuance and (II) the denominator of which is the totalnumber of Class D Convertible Shares and Ordinary Shares which 

 

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### are held by allshareholders of the Company immediately prior to the proposed issuance; providedthat, for purposes clause (I) and (II) of this paragraph 1C, in determining thenumber of Ordinary Shares owned by the Kappa Investor, the Kappa Investor shallbe deemed to own an additional number of Ordinary Shares determined bymultiplying the number of all issued Class D Convertible Shares as ofimmediately prior to the proposed issuance by the Relevant Proportion.

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### (ii)           TheCompany shall give each Investor written notice of any proposed issuance of NewShares (the “Option Issuance Notice”) describing the price and termsupon which the Company proposes to issue and sell such New Shares. During the20-day period following the date of delivery of the Option Issuance Notice (the“Election Period”), each Investor may exercise his, her or its right topurchase New Shares in accordance with this paragraph 1C, for the price andupon the terms and conditions specified in the Option Issuance Notice by givingwritten notice to the Company and stating therein the quantity of New Shares tobe purchased (which shall not, in any event, for any Investor exercising rightspursuant to this paragraph 1C, exceed the number of New Shares such Investor isentitled to purchase, as determined in accordance with clause (i) foregoing). Notwithstandinganything herein to the contrary, any Investor may, by written notice to theCompany on or prior to the expiration of the Election Period, elect to assignits right to subscribe for New Shares pursuant to this paragraph 1C to anyother Investor party to this Agreement as of the date hereof (with it beingunderstood that any such assignment shall be limited to the right to be issuedNew Shares upon completion of the subscription (in whole or in part) and thatall determinations pursuant to this paragraph 1C shall be made as though suchright was exercised directly by the assigning Investor).

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### (iii)          Inthe event that any Investor (A) both (I) fails to exercise its right tosubscribe for any New Shares which it is entitled to subscribe for under thisparagraph 1C prior to the expiration of the Election Period and (II) fails toassign its rights under this paragraph 1C prior to the expiration of theElection Period, (B) assigns its rights under this paragraph 1C and theassignee of those rights fails to exercise those rights to subscribe for the NewShares prior to the expiration of the Election Period or (C) defaults (or itsassignee defaults) in completing any subscription for New Shares pursuant tothis paragraph 1C, the Company shall have 90 days following the expiration ofthe Election Period (or, in the case of (iii)(C), 90 days after such default),to issue or enter into an agreement to issue the New Shares not elected to besubscribed for by such Investor or its assignee (or with respect to which theInvestor or its assignee is in default of its obligations) at the price andupon terms and conditions not substantially more favorable to the prospectivesubscribers for such New Shares than those specified in the Option IssuanceNotice. In the event the Company has not issued the New Shares or entered intoan agreement to issue the New Shares within the said 90-day period, the Companyshall not thereafter issue or otherwise transfer such New Shares without firstoffering such New Shares to the Investors in the manner provided in thisparagraph 1C.

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### (iv)          If one ormore Investors elects to subscribe for any New Shares pursuant to thisparagraph 1C, the completion of such subscriptions shall occur as soon asreasonably practicable after receipt of the subscription notices and at suchlocations 

 

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### selected by theCompany and all such subscriptions with respect to a particular Option IssuanceNotice shall occur within 10 Business Days of one another.

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### (v)           Upon theissuance by the Company of any Ordinary Shares for which the Kappa Investor isexercising rights to purchase such shares pursuant to this Agreement, the KappaInvestor shall receive Class B Ordinary Shares in such issuance and upon theissuance by the Company of any Ordinary Shares for which the MDCP Co-Investorsand the Additional Investors are exercising rights to purchase such sharespursuant to this Agreement, the MDCP Co-Investors and the Additional Investorsshall receive Class A Ordinary Shares in such issuance.

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### (vi)          Notwithstandinganything else to the contrary set forth herein, the provisions of thisparagraph 1C shall not apply to (A) any Excluded Issuances, or (B) any issuanceto the Kappa Investor or other Person in connection with the transactionscontemplated by the Purchase Agreement (including Section 3 and Section 4 ofthe Purchase Agreement).

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## 1D.          CertainNegative Covenants.

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### (i)            TheCompany agrees that, without a Required Shareholder Vote, it shall notannounce, approve, authorize, enter into a definitive agreement relating to, orcomplete any Sale of the Company or Listing.

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### (ii)           TheCompany agrees that, without a Required Shareholder Vote, it shall not permitthe aggregate of (i) the number of the Class H Convertible Shares of theCompany created and/or issued by the Company; (ii) the number of Class IConvertible Shares created and/or issued by the Company; and (iii) the numberof Class I Convertible Shares which have been created and/or issued by theCompany and which have subsequently been cancelled in consideration for the issueof Class B Ordinary Shares, to at any time exceed 2,104,980 (it beingunderstood and agreed that, without Required Shareholder Vote, in no eventshall the number of Class B Ordinary Shares issued pursuant to the conversionof Class I Convertible Shares at any time exceed 2,104,980 in the aggregate (ineach case, as equitably adjusted for any share split, share combination orrecapitalization arising after the date hereof)).

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### (iii)          TheCompany agrees that, without a Required Shareholder Vote, it shall not permitthe aggregate of (i) the number of the Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class E Convertible Shares,Class F Convertible Shares and Class G Convertible Shares of the Companycreated and/or issued by the Company, (ii) the number of Class D ConvertibleShares created and/or issued by the Company, and (iii) the number of Class DConvertible Shares which have been created and/or issued by the Company andwhich have subsequently been cancelled in consideration for the issue of ClassA Ordinary Shares, to at any time exceed 8,606,334, (it being understood andagreed that, without Required Shareholder Vote, in no event shall the number ofClass A Ordinary Shares issued pursuant to the conversion of Class D ConvertibleShares at any time exceed 8,606,334 in the aggregate (in each case, asequitably adjusted for any share split, share combination or recapitalizationarising after the date hereof)).

 

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# Section 2.               Representationsand Warranties of the Company. As a material inducement to the Investors toenter into this Agreement, the Company hereby represents and warrants to theInvestors, as of the date of this Agreement, that:

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## 2A.          Organizationand Corporate Power. The Company is a private limited company dulyorganized and validly existing under the laws of the Republic of Ireland and isqualified to do business in every jurisdiction in which the failure to soqualify might reasonably be expected to have a material adverse effect on thefinancial condition, operating results, assets, operations or businessprospects of the Company and its Subsidiaries taken as a whole. The Company hasall requisite corporate power and authority and all material licenses, permitsand authorizations necessary to own and operate its properties, to carry on itsbusinesses as now conducted and presently proposed to be conducted and to carryout the transactions contemplated by this Agreement. The copies of the Company’sArticles of Association (as amended in connection with the transactionscontemplated by the Purchase Agreement) which have been furnished to theInvestors or their counsel reflect all amendments made thereto at any timeprior to the date of this Agreement and are correct and complete.

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## 2B.          AuthorisedShare Capital and Related Matters.

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### (i)            Theauthorized share capital of the Company is as set forth in the Company’sArticles of Association. As of the date hereof, all of the Ordinary Shares inissue are validly issued and fully paid.

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### (ii)           There areno statutory or contractual shareholders preemptive rights or rights of refusalwith respect to the issuance of Ordinary Shares, except as may be providedherein, the Purchase Agreement and in the MIP, the MEIA or the Articles of Association.There are no agreements between the Company’s shareholders with respect to thevoting or transfer of the Company’s share capital or with respect to any otheraspect of the Company’s affairs, except for this Agreement, the PurchaseAgreement and the MIP, the MEIA, and the Registration Agreement.

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## 2C.          Authorization;No Breach. The execution, delivery and performance of this Agreement andthe Registration Agreement have been duly authorized by the Company. Each ofthis Agreement and the Registration Agreement constitutes a valid and bindingobligation of the Company, enforceable against the Company in accordance withits terms, except (i) as such enforcement is limited by bankruptcy, insolvencyand other similar laws affecting the enforcement of creditors’ rights generallyand (ii) for limitations imposed by general principles of equity. Theexecution, delivery and performance by the Company of this Agreement and theRegistration Agreement do not and will not (i) conflict with or result ina breach of the terms, conditions or provisions of, (ii) constitute a defaultunder, (iii) result in the creation of any lien, security interest, chargeor encumbrance upon the Company’s share capital or assets pursuant to,(iv) give any third party the right to modify, terminate or accelerate anyobligation under, (v) result in a violation of, or (vi) require anyauthorization, consent, approval, exemption or other action by or notice to anycourt or administrative or governmental body pursuant to, the Articles of Associationof the Company, or any law, statute, rule or regulation to which the Company issubject, or any agreement, instrument, order, judgment or decree to which theCompany is a party or by which it is bound.

 

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## 2D.          Compliancewith Laws. The Company has not violated any law or any governmentalregulation or requirement which violation would reasonably be expected to havea material adverse effect upon its business, financial condition, operatingresults, assets, liabilities, customer, employee or supplier relations,prospects or value.

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# Section 3.               Investors’Representations. Subject to Section 3E, each of the Investors, the CinvenCo-Investors, the CVC Co-Investors and the Stichting (each, an “Owner”,and collectively, the “Owners”) hereby represents and warrants to eachother Owner and to the Company for itself, severally and ratably and notjointly, as of the date of this Agreement, that: 

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## 3A.          CorporateExistence and Power. If such Owner is a company or a partnership, suchOwner is duly organized and validly existing under the laws of its jurisdictionof organization and has all corporate, partnership or limited liability companypowers (as applicable) and all material governmental and regulatory licenses,authorizations, permits, consents and approvals required to carry on itsbusiness as now conducted. If such Owner is a company or a partnership, suchOwner is duly qualified to do business in each jurisdiction where suchqualification is necessary, except for those jurisdictions where failure to beso qualified would not have a material adverse effect on such Owner.

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## 3B.          Authorization.If such Owner is a company or a partnership, the execution, delivery andperformance by such Owner of this Agreement and the Registration Agreement andthe consummation of the transactions contemplated hereby and thereby are withinsuch Owner’s corporate, partnership or limited liability company powers (asapplicable) and have been duly authorized by all necessary corporate,partnership or limited liability company action (as applicable) on the part ofsuch Owner. Each Owner that is an individual has sufficient legal capacity toassess, execute and deliver this Agreement on his or her own behalf. Each ofthis Agreement and the Registration Agreement constitutes a legal, valid andbinding agreement of such Owner, enforceable against such Owner in accordancewith its terms, except (i) as such enforcement is limited by bankruptcy,insolvency and other similar laws affecting the enforcement of creditors’rights generally and (ii) for limitations imposed by general principles ofequity.

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## 3C.          GovernmentalAuthorization. The execution, delivery and performance by such Owner ofthis Agreement and the Registration Agreement and the consummation of thetransactions contemplated hereby and thereby require no action with respect tosuch Owner by or in respect of, or filing with, any governmental or regulatoryentity other than (i) compliance with any applicable filing requirements withcompetition authorities (each of which has been made by such Owner), (ii) otherfilings, notifications and consents that may be required after consummation ofthe transactions contemplated hereby or (iii) those that are immaterial to theconsummation of the transactions contemplated hereby.

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## 3D.          Noncontravention.The execution, delivery and performance by such Owner of this Agreement and theRegistration Agreement and the consummation of the transactions contemplatedhereby and thereby do not and will not (i) violate the articles of association,bylaws, agreement of limited partnership, certificate of limited partnership,or other organizational documents, if any, of such Owner, (ii) violate anyapplicable law, except for any such violation which would not have a materialadverse effect on the ability of such Owner to 

 

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## consummate the transactions and perform all of suchOwner’s obligations hereunder contemplated hereby and thereby or (iii) requireany consent or other action by any Person, or constitute a default, under anyprovision of any agreement or other instrument binding upon such Owner, exceptas to matters which would not be material to such Owner in the context of therights and obligations of such Owner contemplated hereby and thereby.

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## 3E.           Qualificationof Warranties in Section 3. Notwithstanding the other provisions of thisSection 3, for the avoidance of doubt, no Owner shall be deemed to make anyrepresentation or warranty pursuant to this Section 3 to the extent suchrepresentation or warranty relates to an agreement to which such Owner is notparty.

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# Section 4.               AdditionalRepresentations and Warranties,

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## 4A.          AdditionalInvestor Representation and Warranties. Each Additional Investorrepresents, warrants and covenants to the MDCP Co-Investors and the Companythat: (i) the determination of such Additional Investor to acquire or receivethe Ordinary Shares and to enter into the agreements contemplated hereby wasmade by such Additional Investor on the basis of its own due diligenceinvestigation, independent of any other Investor and independent of anystatements or opinions as to the advisability of such purchase or as to theproperties, business, prospects or condition (financial or otherwise) of the Companyor any of its Subsidiaries which may have been made or given by any otherInvestor or by any agent or employee of any other Investor, and represents theinvestment decision of such Additional Investor alone, (ii) no other Investorhas acted as an agent of such Additional Investor in connection with itsacquisition or receipt of Ordinary Shares and no other Investor shall be actingas an agent of such Investor in connection with monitoring its investmenthereunder, (iii) no representation or warranty is being made by the MDCPCo-Investors, the Company, or any of their respective Affiliates (collectively,the “MDCP Co-Investor Parties”) nor was relied upon or is being reliedupon by any Additional Investor in connection with its acquisition or receipt ofOrdinary Shares and/or the transactions contemplated by this Agreement and theother agreements or documents being delivered by such Additional Investorhereunder, other than representations or warranties made by such MDCPCo-Investor Party in this Agreement, (iv) such Additional Investor foreverreleases, discharges and covenants not to sue any of the MDCP Co-InvestorParties in any matter in connection with its acquisition or receipt of OrdinaryShares, the transactions contemplated by this Agreement, and the otheragreements or documents being delivered by such Additional Investor hereunder,except, to the extent provided therein, for breach of representations,warranties and covenants expressly made by such MDCP Co-Investor Party and setforth in the Purchase Agreement, this Agreement and the other agreements anddocuments contemplated hereby to which such MDCP Co-Investor Party is a party,and (v) other than costs and expenses expressly agreed to be paid by theCompany in writing (including pursuant to any side letter), such AdditionalInvestor is solely responsible for all costs, expenses, taxes, duties, filingfees and charges arising out of its acquisition or receipt of Ordinary Sharesand any other transaction contemplated hereby or by the agreements or documentsdelivered by such Additional Investor in connection with this Agreement.

 

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## 4B.          VariousParties Representations.

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### (i)            The KappaInvestor, each Cinven Co-Investor, each CVC Co-Investor and the Stichtingrepresent, warrant and covenant to the MDCP Co-Investors that: (A) thedetermination of such Owner to acquire or receive the Ordinary Shares and toenter into this Agreement, the Purchase Agreement and the agreements anddocuments contemplated hereby and thereby to which such Owner is a party wasmade by such Owner on the basis of its own due diligence investigation,independent of any statements, opinions or decisions of any MDCP Co-Investor orany Affiliate, employee or representative thereof (collectively, the “MDCPReleased Parties”), (B) no MDCP Released Party has acted as an agent ofsuch Owner in connection with its acquisition or receipt of Ordinary Shares andthat no MDCP Released Party thereof shall be acting as an agent of such Ownerin connection with monitoring its investment hereunder, (C) no representation,warranty, covenant or undertaking is being made by any MDCP Released Party norwas relied upon or is being relied upon by such Owner in connection with itsacquisition or receipt of Ordinary Shares and the transactions contemplated bythis Agreement, the Purchase Agreement and the other agreements and documentscontemplated hereby and thereby to which such Owner is party, other thanrepresentations, warranties, covenants and undertakings made by such MDCPReleased Party in this Agreement or the agreements or documents contemplatedhereby to which such MDCP Released Party is party, and (D) such Owner foreverreleases, discharges and covenants not to sue any MDCP Released Party in anymatter in connection with its acquisition or receipt of Ordinary Shares and thetransactions contemplated by this Agreement, the Purchase Agreement and theother agreements and documents contemplated hereby and thereby to which suchOwner is party, except, to the extent provided therein, for representations,warranties, covenants and undertakings expressly made by such MDCP ReleasedParty in this Agreement and the other agreements and documents contemplatedhereby to which such MDCP Released Party is a party.

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### (ii)           Each MDCPCo-Investor represents, warrants and covenants to the Kappa Investor, theCinven Co-Investors, the CVC Co-Investors and the Stichting that: (A) thedetermination of such MDCP Co-Investor to enter into this Agreement and theagreements and documents contemplated hereby to which such MDCP Co-Investor isparty was made by such MDCP Co-Investor on the basis of its own due diligenceinvestigation, independent of any statements, opinions or decisions of any suchOwner or any Affiliate, employee or representative thereof (collectively, the “KappaReleased Parties”), (B) no Kappa Released Party has acted as an agent ofsuch MDCP Co-Investor in connection with its acquisition or receipt of OrdinaryShares and that no Kappa Released Party thereof shall be acting as an agent ofsuch MDCP Co-Investor in connection with monitoring its investment hereunder,(C) no representation, warranty, covenant or undertaking is being made by anyKappa Released Party nor was relied upon or is being relied upon by such MDCPCo-Investor in connection with the transactions contemplated by this Agreement,the Purchase Agreement or the other agreements and documents contemplatedhereby and thereby to which such MDCP Co-Investor is party, other thanrepresentations, warranties, covenants and undertakings made by any such KappaReleased Party in this Agreement, the Purchase Agreement or the otheragreements and documents contemplated hereby and thereby to which such KappaReleased Party is party, and (D) such MDCP Co-Investor forever releases,discharges and covenants not to sue any Kappa Released Party in any matter inconnection with the transactions contemplated by this Agreement, the PurchaseAgreement or the other agreements or documents contemplated hereby or thereby towhich such MDCP Co-Investor is party, except, to the extent provided therein,for representations, warranties, covenants and undertakings expressly made bysuch Kappa Released 

 

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### Party in the Purchase Agreement, this Agreement andthe other agreements and documents contemplated hereby and thereby to whichsuch Kappa Released Party is a party.

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## 4C.          Kirkland& Ellis LLP; Arthur Cox and William Fry. Each Owner (other than theMDCP Co-Investors) acknowledges and agrees that (i) the MDCP Co-InvestorParties retained Kirkland & Ellis LLP, Arthur Cox, and William Fry inconnection with this Agreement and the transactions contemplated hereby andexpect to retain Kirkland & Ellis LLP, Arthur Cox and/or William Fry aslegal counsel in connection with the management and operation of theirinvestment in the Company, (ii) Kirkland & Ellis LLP, Arthur Cox andWilliam Fry are not representing and will not, without their consent, representsuch Owner in connection with the transactions contemplated hereby or anydispute which may arise between any of the MDCP Co-Investor Parties, on the onehand, and any such Investor, on the other hand, (iii) such Owner will, if itwishes counsel on the transactions contemplated hereby, retain at its ownexpense its own independent counsel, and (iv) Kirkland & Ellis LLP, ArthurCox and William Fry may represent the MDCP Co-Investor Parties in connectionwith any and all matters contemplated hereby (including, without limitation,any dispute or litigation between****anyof the MDCP Co-Investor Parties, on the one hand, and any such Owner, on theother hand).

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# Section 5.               Restrictionson Transfer.

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## 5A.          General.

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### (i)            Unlessotherwise consented to by the MDCP Co-Investor Majority, no Additional Investormay directly or indirectly (including by means of a change of ownership orchange of control of such Additional Investor or any Person directly orindirectly controlling such Additional Investor if such change is designed tocircumvent the provisions of this Agreement) sell, assign, transfer, exchange,mortgage, pledge, grant a security interest in, or otherwise dispose of orencumber (including by operation of law) (a “Transfer”) all or any partof such Additional Investor’s Equity Securities or Equity Equivalents of theCompany, except as provided in this paragraph 5A or permitted by paragraphs 5Cor 5D and no such Transfer shall relieve the transferor of its obligationshereunder. The restrictions set forth in this paragraph 5A shall not apply withrespect to any Transfer by any Additional Investor (i) in the case of anyAdditional Investor who is an individual, pursuant to applicable laws ofdescent and distribution or among such Additional Investor’s Family Group or(ii) in the case of an Additional Investor which is a company or partnership,among its Affiliates (collectively referred to herein as “PermittedTransferees”); provided that the restrictions contained in this Section5 shall continue to be applicable to the transferred Equity Securities orEquity Equivalents after any such Transfer; providedfurtherthat, prior to any Transfer becoming effective, the transferees of such EquitySecurities or Equity Equivalents shall execute and deliver to the Board a Deedof Adherence. Notwithstanding the foregoing, no party hereto shall avoid theprovisions of this Agreement by making one or more Transfers to one or morePermitted Transferees and subsequently disposing of all or any portion of suchparty’s interest in any such Permitted Transferee.

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### (ii)           Withoutlimiting the proviso and the further proviso of the last sentence of paragraph5A(i), (x) Permitted Transferees of each of J.P. Morgan Partners Global 

 

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### Investors, L.P.,J.P. Morgan Partners Investors (Cayman), L.P., J.P. Morgan Partners GlobalInvestors A, L.P., J.P. Morgan Partners Global Investors (Cayman) II, L.P.,J.P. Morgan Partners Global Investors (Selldown), L.P. and J.P. Morgan Partners(BHCA), L.P. shall include (A) JP Morgan Chase, its Subsidiaries, holdingcompanies and other Subsidiaries of such holding company (the “JPM Group”),(B) any other partnership,fund or other investment entity established, managed, advised (including wherea general partner of a partnership is advised) or sponsored by any member ofthe JPM Group as a co-investment scheme operated wholly or partially forthe benefit of employees of any member of the JPM Group (“JPM Partnership”),any principal or executive of the JPM Group and every nominee or other trusteeof any such person, partnership, fund, investment entity or (C) the generalpartner of such JPM Partnership to hold on behalf of the JPM Partnership, and(y) Permitted Transferees of each of Arthur Street Portfolio, L.P., ArthurStreet Fund, L.P., Vesey Street Portfolio, L.P., Vesey Street Fund, L.P. andPassage Portfolio, L.P. shall include (A)Merrill Lynch & Co., Inc., its Subsidiaries, holding companies and otherSubsidiaries of any such holding company (“ML Group”), (B) any otherpartnership, fund or other investment entity established, managed, advised(including where a general partner of a partnership is advised) or sponsored byany member of the ML Group as a co-investment scheme operated wholly orpartially for the benefit of employees of any member of the ML Group (“MLPartnership”), any principal or executive of the ML Group and every nomineeor other trustee of any such person, partnership, fund, investment entity or(C) the general partner of such ML Partnership to hold on behalf of the MLPartnership.

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### (iii)          TheKappa Investor, the Cinven Co-Investors, the CVC Co-Investors and the Stichtinghereby agree as follows:  (A) a true,correct and complete copy of the Limited Partnership Agreement of the KappaLimited Partnership (the “Kappa Limited Partnership Agreement”), dulyexecuted by the parties to the Kappa Limited Partnership Agreement, has beendelivered to the Company and the MDCP Co-Investors in accordance with paragraph11I of this Agreement, (B) at all times from and after the date hereof, the KappaLimited Partnership Agreement shall include provisions regarding restrictionson equity issuances, transfers, asset acquisitions, liability incurrence,amendment, modification and waiver that are consistent in substance with theprovisions of this paragraph 5A(iii) and the Kappa Investor shall enforce suchprovisions to the extent breached, (C) no amendment, modification or waiver ofany provision of the Kappa Limited Partnership Agreement that would beinconsistent with the principles set out in this paragraph 5A(iii) or thatcould reasonably be expected, either directly or indirectly, to materiallyaffect or impair the obligations of the Kappa Investor, the Stichting, anyCinven Co-Investor or any CVC Co-Investor under this Agreement or the RegistrationAgreement shall be effective without the prior written consent of the MDCPCo-Investor Majority, (D) the Kappa Investor shall not acquire any assets(other than cash and Equity Securities and Equity Equivalents of the Company)or incur any liabilities (other than liabilities directly arising from theKappa Investor’s ownership of Equity Securities and Equity Equivalents of theCompany and liabilities incidental to its existence), (E) the Kappa Investorshall not issue or sell any Equity Securities or Equity Equivalents in theKappa Limited Partnership to any Person other than the Cinven Co-Investors, theCVC Co-Investors, or the Stichting (or any Affiliate of the foregoing), withoutthe prior written consent of the MDCP Co-Investor Majority, (F) none of the 

 

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### CinvenCo-Investors nor any of the CVC Co-Investors shall Transfer any EquitySecurities or Equity Equivalents of the Kappa Limited Partnership without theprior written consent of the MDCP Co-Investor Majority, other than (x) in thecase of any Cinven Co-Investor, to other Persons falling within the definitionof Cinven Co-Investors and any Affiliate of such Cinven Co-Investor, in eachcase who execute and deliver to the Company on behalf of the other partieshereto a Deed of Adherence (and thereafter such Affiliate will be deemed aCinven Co-Investor for all purposes of this Agreement), (y) in the case of anyCVC Co-Investor, to other Persons falling within the definition of CVCCo-Investors and any Affiliate of such CVC Co-Investor, in each case whoexecutes and delivers to the Company on behalf of the other parties hereto aDeed of Adherence (and thereafter such Affiliate will be deemed a CVCCo-Investor for all purposes of this Agreement), or (z) in the case of theStichting, to any Affiliate of the Stichting who executes and delivers to theCompany on behalf of the other parties hereto a Deed of Adherence, (G) theyshall cause (x) Smurfit Kappa Feeder G.P. Limited (or a successor generalpartner of the Kappa Limited Partnership) at all times to manage and controlthe affairs of the Kappa Limited Partnership, (y) the Cinven Co-Investors, theCVC Co-Investors and/or Affiliates thereof to own all Equity Securities andEquity Equivalents of the general partner of the Kappa Limited Partnership, and(z) Smurfit Kappa Feeder GP Limited (or any successor general partner of theKappa Limited Partnership) to not, in its personal capacity, be entitled to anydistribution of assets of the Kappa Limited Partnership (including, withoutlimitation, Common Equity Securities of the Company) and (H) the CinvenCo-Investors, the CVC Co-Investors and the Kappa Investor shall give promptwritten notice to the Company and the MDCP Co-Investors as soon as they becomeaware of any breach of the provisions of this paragraph 5A(iii). Notwithstandingthe foregoing provisions of clauses (B), (C) and (D) of this paragraph 5A(iii),but without otherwise limiting the obligations of the Kappa Investor, theCinven Co-Investors, the CVC Co-Investors and the Stichting under thisparagraph 5A(iii) or elsewhere in this Agreement, the Kappa Investor ispermitted to acquire other assets and incur other liabilities, without theprior written consent of the MDCP Co-Investor Majority, to the extent that suchasset acquisition and/or liability incurrence is reasonably necessary infurtherance of or in respect of the Kappa Investor’s investment in the Company(including, without limitation, as may relate to future purchases of EquitySecurities and/or Equity Equivalents of the Company by the Kappa Investor) andmay amend the Kappa Limited Partnership Agreement to the extent necessary toreflect or accomplish such asset acquisition or liability incurrence. Notwithstandingthe foregoing provisions of this paragraph 5A(iii), no Transfer or issuanceotherwise permitted by paragraph 5A(iii) shall be permitted where thetransferee or recipient of such issuance competes, either directly orindirectly, in a material line of business of the Company and its Subsidiaries,taken as a whole.

###  

### (iv)          Notwithstandingthe provisions of paragraph 5A(iii)(F), upon a liquidation or dissolution of aPerson falling within the definition of Cinven Co-Investor or CVC Co-Investor,the Cinven Co-Investor or CVC Co-Investor may Transfer Equity Securities orEquity Equivalents of the Kappa Limited Partnership to the beneficial owners(whether stockholders, partners, members or otherwise, each such beneficialowner, a “Beneficiary”) of such Cinven Co-Investor or CVC Co-Investor aslong as each such Beneficiary executes and delivers to the Company on behalf ofthe other parties hereto a 

 

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### Deed of Adherenceagreeing to be bound in the same capacity as the Cinven Co-Investor or CVC Co-Investor(and thereafter such Beneficiary shall be deemed a Cinven Co-Investor or CVCCo-Investor, as applicable, for all purposes of this Agreement). In the eventthat all Beneficiaries of a liquidating or dissolving Cinven Co-Investor or CVCCo-Investor agree in writing for the benefit of the general partner, managingmember, board of directors or other controlling body (each, a “ControllingPerson”) of the liquidating or dissolving Cinven Co-Investor or CVCCo-Investor and the MDCP Co-Investor Majority that such Controlling Person ofthe liquidating or dissolving Cinven Co-Investor or CVC Co-Investor shallcontinue to have sole decision-making authority with respect to the EquitySecurities and Equity Equivalents of the Kappa Limited Partnership being soTransferred (including with respect to voting and Transfer of such EquitySecurities and Equity Equivalents), such Beneficiaries shall be considered “CountedBeneficiaries” for purposes of this Agreement.

###  

### (v)           Notwithstandingthe provisions of paragraph 5A(iii)(F), if the Stichting becomes obligated toredeem all outstanding depositary receipts or otherwise upon a liquidation ordissolution of the Stichting, the Stichting may Transfer Equity Securities orEquity Equivalents of the Kappa Limited Partnership to any holder of depositaryreceipts issued by the Stichting or to any other beneficial owners (whetherstockholders, partners, members or otherwise, each such beneficial owner andeach such holder of depositary receipts, a “Stichting Beneficiary”) theStichting as long as each such Stichting Beneficiary executes and delivers tothe other parties hereto a Deed of Adherence (and thereafter such StichtingBeneficiary shall be deemed to have the same rights and obligations of theStichting for all purposes of this Agreement).

###  

## 5B.          Right ofFirst Refusal on Certain Transfers.

##  

### (i)            For theavoidance of doubt, subject to the other provisions of paragraphs 5B, 5C and 5Dof this Agreement, any Transfer of Equity Securities or Equity Equivalents ofthe Company by any MDCP Co-Investor or the Kappa Investor shall not require theconsent of any other Person pursuant to paragraph 5A of this Agreement; providedthat (x) as long as each of the Cinven Interest and CVC Interest are not lessthan 10%, in the event that any MDCP Co-Investor desires to Transfer any EquitySecurities or Equity Equivalents of the Company to a competitor of any materialbusiness line of the Company and its Subsidiaries, taken as a whole, no suchTransfer shall be effective without the prior written consent of either theCinven Directors (acting in their capacity as representatives of the CinvenCo-Investors) or the CVC Directors (acting in their capacity as representativesof the CVC Co-Investors), and (y) as long as the MDCP Co-Investors beneficiallyown not less than 10% of the entire issued Common Equity Securities of theCompany, in the event that the Kappa Investor desires to Transfer any EquitySecurities or Equity Equivalents of the Company to a competitor of any materialbusiness line of the Company and its Subsidiaries, taken as a whole, no suchTransfer shall be effective without the prior written consent of the MDCPCo-Investor Majority. Nothing in this paragraph or elsewhere in this Agreementshall be construed to give the Kappa Investor the right to Transfer any EquitySecurities or Equity Equivalents of the Company at a time the Kappa Investor isprohibited or restricted from doing so under the Purchase Agreement.

 

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### (ii)           At least45 days prior to making any Transfer (other than a Non-Applicable Transfer) ofany Equity Securities or Equity Equivalents of the Company which is permittedunder and does not require consent under paragraph 5B(i), each MDCP Co-Investorand the Kappa Investor (each, a “Relevant Shareholder”) shall deliver awritten notice (an “Offer Notice”) to the Company and the other RelevantShareholders (such non-offering Relevant Shareholders, the “OtherShareholders”). The Offer Notice shall disclose in reasonable detail theproposed number and type, series or class of Equity Securities and EquityEquivalents of the Company to be transferred, the proposed price, terms andconditions of the Transfer and the identity of the prospective transferee(s)(if known). The Company may elect to purchase all or any portion of the EquitySecurities and Equity Equivalents of the Company to be transferred by theproposing Relevant Shareholder for the same price and upon the same terms andconditions as those set forth in the Offer Notice by delivering a writtennotice of such election to the proposing Relevant Shareholder and the OtherShareholders within 45 days after the Offer Notice has been delivered to theCompany. If the Company has not elected to purchase all of the EquitySecurities and Equity Equivalents of the Company to be transferred by theproposing Relevant Shareholder prior to the expiration of such 45-day period,the Other Shareholders may elect to purchase all or any portion of theremaining Equity Securities and Equity Equivalents of the Company to betransferred for the same price and upon the same terms and conditions as thoseset forth in the Offer Notice by delivering written notice of such election tothe proposing Relevant Shareholder within 15 days after the expiration of the45-day period referred to above. If the Other Shareholders elect to purchasethe Equity Securities and Equity Equivalents of the Company offered by theproposing transferor, the Equity Securities and Equity Equivalents of theCompany to be sold shall, with respect to each type, series or class of EquitySecurities or Equity Equivalents of the Company proposed to be transferred, beallocated among the Other Shareholders pro rata according to the number ofEquity Securities or Equity Equivalents, as applicable, of such type, series orclass owned by the Other Shareholders electing to participate (and, in theevent that any Other Shareholder does not have Equity Securities or EquityEquivalents of the Company of the type, series or class proposed to be transferred,the percentage of Equity Securities or Equity Equivalents of the Company ofsuch type, series or class shall be allocated among the Other Shareholders prorata according to the number of Ordinary Shares held by each Other Shareholder).If the Company and the Other Shareholders elect to purchase all of the EquitySecurities and Equity Equivalents of the Company proposed to be sold in theOffer Notice, the completion of such purchase shall occur at a time and placeelected by the Company and the Other Shareholders; provided that suchcompletion shall occur not more than 90 days after the date of the Offer Notice.If the Company and the Other Shareholders collectively do not elect to purchaseall of the Equity Securities and Equity Equivalents of the Company specified inthe Offer Notice, the proposing Relevant Shareholder may, subject to and aftercompliance with paragraph 5D hereof, during the 75-day period immediatelyfollowing the expiration of the 15 day period referred to above for exercise ofrights by the Other Shareholders under this paragraph 5B, transfer the EquitySecurities and Equity Equivalents of the Company specified in the Offer Noticeat a price and on terms no more favorable to the transferee(s) thereof thanspecified in the Offer Notice. If the proposing Relevant Shareholder has not sotransferred the Equity 

 

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### Securities andEquity Equivalents of the Company within the said 75 day period, the RelevantShareholder shall not thereafter otherwise Transfer such Equity Securities andEquity Equivalents without first complying with the provisions of this Section5.

###  

### (iii)          Notwithstandinganything herein to the contrary, (x) any Other Shareholder may elect to assignits right to purchase under paragraph 5B(ii) to any other Investor (with itbeing understood that such assignment shall be limited to the right to purchase(in whole or in part) and all determinations pursuant to this paragraph 5Bshall be made as though such right was exercised directly by the assigningOther Shareholder), (y) at completion of any Transfer pursuant to thisparagraph 5B, the transferring Relevant Shareholder shall make customaryrepresentations, warranties, covenants and undertakings (including remedies andrecourse for breach of representations, warranties, covenants and undertakings)regarding its ownership of the Equity Securities and Equity Equivalents of theCompany being transferred, free and clear of Encumbrances, and its authority toenter into such transaction and (z) in the event that the proposing RelevantShareholder is to receive any non-cash consideration (whether indicated in theOffer Notice or otherwise) and such Other Shareholder is unwilling or unable toprovide such form of non-cash consideration, such Other Shareholder may providecash consideration equal to the fair market value of such non-cashconsideration (as determined in good faith by the Relevant Shareholder and suchOther Shareholder) and such Transfer shall nonetheless be deemed to be on thesame terms and conditions as set forth in the Offer Notice.

###  

## 5C.          Sale ofthe Company.

##  

### (i)            If a Saleof the Company (an “Approved Sale”) is approved with RequiredShareholder Vote, each Investor shall vote for, consent to and raise noobjections against such Approved Sale. If the Approved Sale is structured as(a) a merger or consolidation or a sale of assets, each Investor shall waiveany minority rights, objection rights, or similar rights in connection withsuch merger, consolidation or sale, or (b) a sale of Equity Securities and/orEquity Equivalents of the Company, each Investor shall agree to Transfer all ofits Equity Securities and Equity Equivalents of the Company on the terms andconditions approved with Required Shareholder Vote. Each Investor holdingEquity Securities and/or Equity Equivalents of the Company shall promptly takeall necessary or desirable actions in connection with the consummation of theApproved Sale as requested with Required Shareholder Vote.

###  

### (ii)           Theobligations of the Investors holding Equity Securities or Equity Equivalents ofthe Company with respect to the Approved Sale are subject to the satisfactionof the following conditions: (a) upon the consummation of the Approved Sale,all of the holders of a particular type, series or class of Equity Securitiesor Equity Equivalents of the Company shall, after giving effect to reductionfor exercise price or conversion price (if any), receive in their capacity asholders of Equity Securities and/or Equity Equivalents, the same form andamount of consideration per unit; and (b) if any Investor, as the case may be,is given an option as to the form and amount of consideration to be received inrespect of a particular type, series or class of Equity Securities or EquityEquivalents of the Company, each Investor shall be given the same 

 

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### option in respectof their Equity Securities or Equity Equivalents of the Company of the sametype, series or class; provided that, notwithstanding the foregoing, inno event shall the conditions in this paragraph 5C be deemed not satisfied as aresult of a management holder of Equity Securities or Equity Equivalents of theCompany receiving equity securities of the purchaser or one of its Affiliatesin lieu of all or any portion of the cash consideration receivable by suchmanagement holder in connection with such Approved Sale.

###  

### (iii)          EachInvestor Transferring Equity Securities or Equity Equivalents of the Companypursuant to this paragraph 5C shall pay its pro rata share (based on therelative aggregate amount of consideration received by each Investor pursuantto such Transfer in respect of Equity Securities and Equity Equivalents) of theexpenses incurred by the Company and the Investors in connection with suchTransfer and shall be obligated to transfer such Equity Securities and EquityEquivalents of the Company on such terms, conditions, warranties,representations, covenants, undertakings, and other obligations (includingremedies and recourse for breaches of representations, warranties, covenants,undertaking and obligations) that is specified by Required Shareholder Vote inconnection with such Transfer (other than any such obligations that relatespecifically to a particular Investor, such as remedies and recourse withrespect to representations and warranties given by an Investor regarding suchInvestor’s title to and ownership of Equity Securities and Equity Equivalentsof the Company, which such Investor shall be required to provide only withrespect to itself and its Equity Securities and Equity Equivalents); providedthat no Investor shall be obligated in connection with such Transfer to agreeto indemnify or hold harmless the transferees with respect to an amount inexcess of the net proceeds paid to such holder in connection with suchTransfer; provided further that, without limiting the obligations of anyother Investor, no Investor shall be required to provide any remedies orrecourse (other than, subject to the foregoing proviso, remedies and recoursewith respect to representations and warranties given by such Investor regardingsuch Investor’s title to and ownership of Equity Securities and/or EquityEquivalents) that would violate any provision of such Investor’s constitutive documentsas in effect on the date of this Agreement.

###  

## 5D.          Tag-AlongRights.

##  

### (i)            At least30 days prior to any Transfer (other than an Exempted Transfer) by any MDCPCo-Investor, the Kappa Investor or any of their respective PermittedTransferees (the “Transferring Shareholders” and each, a “TransferringShareholder”) of Equity Securities or Equity Equivalents, such TransferringShareholder or the Company shall deliver a written notice (the “Sale Notice”)to each other Investor (collectively, the “Other Investors”) specifyingin reasonable detail the identity of the prospective transferee(s), the numberof Equity Securities and/or Equity Equivalents to be transferred and the price,terms and conditions of the proposed Transfer.

###  

### (ii)           Uponreceipt of the Sale Notice, the Other Investors may elect to participate in thecontemplated Transfer by delivering written notice to the Board within 15 daysafter delivery of the Sale Notice. For each type, series or class of EquitySecurities or Equity Equivalents to be included in any such Transfer, suchparticipation 

 

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### shall be based onthe pro rata share represented by the type, series or class of EquitySecurities or Equity Equivalents owned by each Investor participating in suchTransfer relative to the aggregate number of all of such type, series or classof Equity Securities or Equity Equivalents owned by Persons participating insuch Transfer; provided that for purposes of determining the number ofEquity Securities and/or Equity Equivalents that each Other Investor isentitled to include in any proposed Transfer pursuant to this paragraph 5Donly, the Class A Ordinary Shares, the Class B Ordinary Shares, Class DConvertible Shares and Class I Convertible Shares shall be deemed the sametype, series and class of Equity Securities (with it being understood, however,that the consideration to be paid per Class D Convertible Share and per Class IConvertible Share in such Transfer shall be reduced by the unpaid conversionprice per share applicable to such share); providedfurther thatfor purposes of calculating the number of Class B Ordinary Shares held by theKappa Investor for purposes of determining the pro rata share of each Person,such number shall include the aggregate number of issued Class D OrdinaryShares multiplied by the Relevant Proportion and that for purposes ofcalculating the number of Class A Ordinary Shares owned by the MDCPCo-Investors and the Additional Investors, each MDCP Co-Investor and each AdditionalInvestor shall be deemed to own an additional number of Ordinary Sharesdetermined by multiplying the number of all issued Class I Convertible Sharesas of immediately prior to the proposed issuance by the Applicable Portion ofsuch MDCP Co-Investor or Additional Investor, as the case may be. If the OtherInvestors have not elected to participate in the contemplated Transfer (throughnotice to such effect or expiration of the 15-day period after delivery of theSale Notice without exercise of rights hereunder), then the TransferringShareholder proposing to make such Transfer and its Permitted Transferee mayTransfer the Equity Securities and/or Equity Equivalents specified in the SaleNotice at a price and on terms no more favorable to the transferee(s) thereofthan specified in the Sale Notice during the 90-day period immediatelyfollowing the date of the delivery of the Sale Notice. The Equity Securitiesand Equity Equivalents of the Transferring Shareholder and its PermittedTransferees not Transferred within such 90-day period shall be subject to theprovisions of this paragraph 5D upon subsequent Transfer thereof.

###  

### (iii)          TheTransferring Shareholder and any Permitted Transferee proposing to TransferEquity Securities and/or Equity Equivalents of the Company shall use reasonablebest efforts to obtain the agreement of the prospective transferee(s) to theparticipation of the Other Investors who have elected to participate in anycontemplated Transfer, and shall not Transfer any of its Equity Securities andEquity Equivalents of the Company to any prospective transferee if suchprospective transferee(s) declines to allow the participation of the OtherInvestors to the extent permitted by this paragraph 5D unless such TransferringShareholder and/or such Permitted Transferee agree to purchase the EquitySecurities and Equity Equivalents of the Company entitled to be sold by suchOther Investor at the same time and otherwise upon the same terms andconditions as such Other Investor would have otherwise been entitled to sellpursuant to this paragraph 5D. Each Investor transferring Equity Securitiesand/or Equity Equivalents of the Company pursuant to this paragraph 5D shallpay its pro rata share (determined on a pro rata basis, based upon the aggregateconsideration received in respect of Equity Securities and Equity Equivalentsof the Company) of the expenses incurred by the Investors and the Company inconnection with such Transfer and shall be obligated to join in any 

 

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### terms, conditions,warranties, representations, covenants, undertakings, and other obligations(including recourse or remedies for breach of any representation, warranty,covenant, undertaking or obligation) that the Transferring Shareholder, any ofits Permitted Transferees, the Board or the Company agrees to provide inconnection with such Transfer (other than any such expenses, terms, conditions,warranties, representations, covenants, undertakings, indemnities and/or otherobligations that relate specifically to a particular Investor (such asindemnification with respect to representations and warranties given by anInvestor regarding such Investor’s title to and ownership of Equity Securitiesand Equity Equivalents of the Company, which such Investor shall be required toprovide only with respect to itself and its Equity Securities and EquityEquivalents of the Company)); provided that no Investor shall beobligated in connection with such Transfer to agree to indemnify or hold harmlessthe transferees with respect to an amount in excess of the net proceeds paid tosuch Investor in connection with such Transfer; provided further that,without limiting the obligations of any other Investor, no Investor shall berequired to provide any recourse or remedy for breach (other than, subject tothe foregoing proviso, recourse or remedy with respect to representations andwarranties given by such Investor regarding such Investor’s title to andownership of Equity Securities and Equity Equivalents) that would violate anyprovision of such Investor’s constitutive documents as in effect on the date ofthis Agreement.

###  

## 5E.           General.For the avoidance of doubt, the provisions of paragraphs 5B, 5C and 5D shallnot apply to Equity Securities or Equity Equivalents of the Kappa LimitedPartnership, but shall apply to Equity Securities or Equity Equivalents of theCompany held by the Kappa Investor.

##  

# Section 6.               Voting.From and after the date hereof and until this Agreement is terminated, eachInvestor and Management Investor shall vote all of his Ordinary Shares and anyother voting securities of the Company over which such Investor has votingcontrol and shall take all other reasonably necessary or desirable actionswithin his or its control in his or its capacity as a shareholder of theCompany only (including, without limitation, attendance at meetings in personor by proxy for purposes of obtaining a quorum and execution of writtenconsents in lieu of meetings), and the Company shall take all reasonablynecessary or desirable actions within its control (including, withoutlimitation, calling special board and shareholder meetings), so that:

#  

## 6A.          AuthorizedNumber. The authorized number of directors on the Company’s Board ofDirectors (the “Board”) be increased to, and remain, as fourteen (14)directors.

##  

## 6B.          BoardComposition. The following individuals shall be elected to the Board:

##  

### (i)            fourrepresentatives designated by MDCP IV Global Investments LP (the “MDCP IVGlobal Directors”);

###  

### (ii)           onerepresentative designated by MDCP III Global Investments LP (the “MDCP IIIGlobal Director”);

 

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### (iii)          MWJS;

###  

### (iv)          GMcG;

###  

### (v)           APJS;

###  

### (vi)          IJC;

###  

### (vii)         FritsBeurskens (“FB”);

###  

### (viii)        tworepresentatives designated by the Kappa Investor and certified to be on behalfof the Cinven Co-Investors (the “Cinven Directors”); and

###  

### (ix)           tworepresentatives designated by the Kappa Investor and certified to be on behalfof the CVC Co-Investors (the “CVC Directors” and together with theCinven Directors, each a “Kappa Investor Director” and together the “KappaInvestor Directors”).

###  

Notwithstanding anythingto the contrary herein, MDCP IV Global Investments L.P. may elect to designateless than four (4) MDCP IV Global Directors and, upon the request of the MDCPGlobal Investments IV L.P., the Investors and Management Investors shall takesuch action as permitted under the laws of the Republic of Ireland (includingby amendment to the Company’s Articles of Association) such that the MDCP IVGlobal Directors actually designated by MDCP IV Global Investments IV and theMDCP III Global Director are entitled to cast an aggregate of five (5) votes inany vote or action taken by the Board.

 

## 6C.          SubsidiaryBoards. With Required Board Vote, exercised at any time, the composition ofthe board of directors of all or any of the Company’s Subsidiaries (a “SubsidiaryBoard”) shall be the same as, or as close to proportionately equivalent aspossible to, that of the Board; provided that, without limiting thegenerality of the foregoing, but subject to any limitations under applicablelaw, at the request of any Management Investor, such Management Investor shallbe appointed to the board of directors of JSG or any principal operatingcompany of the Company.

##  

## 6D.          Committees.Any committees of the Board or a Subsidiary Board shall be created only uponthe approval of a majority of the members of the Board; provided that anycommittee that is responsible for administration of the MIP shall not make anydeterminations with respect thereto prior to consulting with GMcG, and if GMcGno longer serves on the Board, the Company’s chief executive officer. Thecommittees of the Board shall include, in addition to any other committeesestablished by the Board, a compensation committee and audit committee. Nomatter shall be delegated to a committee of the Board for approval if, inaccordance with the terms hereof, such matter requires Required Board Vote forapproval. Any committee of the Board shall consist of three or five members (asdetermined by the Board) and (i) if such committee consists of three (3)members, shall include two (2) individuals that are MDCP IV Global Directors orMDCP III Global Directors and one (1) individual that is a Kappa Investor Directorand (ii) if such committee consists of five (5) members, shall include (3)individuals that are MDCP IV Global Directors and MDCP III Global Directors andtwo (2) individuals that are Kappa Investor Directors.

 

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## 6E.           Removal.

##  

### (i)            Until therights of MDCP IV Global Investments LP to cause the election of a director ordesignate a director for election pursuant to this Section 6 are terminated orunless such a representative becomes ineligible to serve as a director as amatter of law, the removal from the Board or a Subsidiary Board (with orwithout cause) of any MDCP IV Global Director shall be at the written requestto the Board of MDCP IV Global Investments LP, but only upon such writtenrequest and under no other circumstances. Until the rights of MDCP IV GlobalInvestments LP to cause the election of a director or designate a director forelection pursuant to this Section 6 are terminated or unless such arepresentative becomes ineligible to serve as a director as a matter of law, inthe event that any MDCP IV Global Director ceases to serve as a member of theBoard, a Subsidiary Board or any committee during his term of office, theresulting vacancy on the Board, the Subsidiary Board or such committee shall befilled by a representative designated by MDCP IV Global Investments LP asprovided hereunder. Until the rights of MDCP IV Global Investments LP to causethe election of a director or designate a director for election pursuant tothis Section 6 are terminated, any alternate director for any MDCP IV GlobalDirector shall be as provided in written notice from MDCP IV Global InvestmentsLP to the Board;

###  

### (ii)           Until therights of MDCP III Global Investments LP to cause the election of a director ordesignate a director for election pursuant to this Section 6 are terminated orunless such a representative becomes ineligible to serve as a director as amatter of law, the removal from the Board or a Subsidiary Board (with orwithout cause) of the MDCP III Global Director shall be at the written requestof MDCP III Global Investments LP, but only upon such written request and underno other circumstances. Until the rights of MDCP III Global Investments LP tocause the election of a director or designate a director for election pursuantto this Section 6 are terminated or unless such a representative becomesineligible to serve as a director as a matter of law, in the event that theMDCP III Global Director ceases to serve as a member of the Board, a SubsidiaryBoard or any committee during his term of office, the resulting vacancy on theBoard, the Subsidiary Board or such committee shall be filled by arepresentative designated by MDCP III Global Investments LP as providedhereunder. Until the rights of MDCP III Global Investments LP to cause theelection of a director or designate a director for election pursuant to thisSection 6 are terminated, any alternate director for any MDCP III GlobalDirector shall be as provided in written notice from MDCP III Global InvestmentsLP to the Board;

###  

### (iii)          MWJSshall resign or be removed as a member of the Board, any Subsidiary Board andany committees by a vote of a majority of Ordinary Shares then held by theInvestors and Management Investors, as of any date after the date hereof thathe no longer is employed as the chairman, the chief executive officer, thechief operations officer or the chief financial officer of the Company and itsSubsidiaries or JSG and its Subsidiaries (with it being understood that in theevent that MWJS does not resign, each Investor and Management Investor shalltake any and all actions necessary to effectuate such removal);

 

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### (iv)          GMcG shallresign or be removed as a member of the Board, any Subsidiary Board and anycommittees by a vote of a majority of Ordinary Shares then held by theInvestors and the Management Investors, as of any date after the date hereofthat he no longer is employed as the chief executive officer, the chairman, thechief operations officer or the chief financial officer of the Company and itsSubsidiaries or JSG and its Subsidiaries (with it being understood that in theevent that GMcG does not resign, each Investor and Management Investor shalltake any and all actions necessary to effectuate such removal);

###  

### (v)           APJS shallresign or be removed as a member of the Board, any Subsidiary Board and anycommittees by a vote of a majority of Ordinary Shares then held by theInvestors and Management Investors, as of any date after the date hereof thathe no longer is employed as the chief operations officer, chairman, chiefexecutive officer or chief financial officer of the Company and itsSubsidiaries or chief operations officer, chairman, chief executive officer orchief financial officer of JSG and its Subsidiaries (with it being understoodthat in the event that APJS does not resign, each Investor and ManagementInvestor shall take any and all actions necessary to effectuate such removal);

###  

### (vi)          IJC shallresign or be removed as a member of the Board, any Subsidiary Board and anycommittees by a vote of a majority of Ordinary Shares then held by theInvestors and Management Investors, as of any date after the date hereof thathe no longer is employed as the chief financial officer, chairman, chiefexecutive officer or chief operations officer of the Company and itsSubsidiaries or chief financial officer, chairman, chief executive officer orchief operations officer of JSG and its Subsidiaries (with it being understoodthat in the event that IJC does not resign, each Investor and ManagementInvestor shall take any and all actions necessary to effectuate such removal);

###  

### (vii)         FBshall resign or be removed as a member of the Board, any Subsidiary Board andany committees by a vote of a majority of Ordinary Shares then held by theInvestors and Management Investors, as of any date after the date hereof thathe no longer is employed as vice chairman of the Company and its Subsidiaries(with it being understood that in the event that FB does not resign, eachInvestor and Management Investor shall take any and all actions necessary toeffectuate such removal);

###  

### (viii)        Untilthe rights of the Kappa Investor to cause the election of an individual as aCinven Director or designate an individual as a Cinven Director for electionpursuant to this Section 6 are terminated or unless such a representativebecomes ineligible to serve as a director as a matter of law, the removal fromthe Board or a Subsidiary Board (with or without cause) of any Cinven Directorshall be at the written request to the Board of the Kappa Investor andcertified by the Kappa Investor to be on behalf of the Cinven Co-Investors, butonly upon such written request and under no other circumstances. Until therights of the Kappa Investor to cause the election of an individual as a CinvenDirector or designate an individual as a Cinven Director for election pursuantto this Section 6 are terminated or unless such a representative becomesineligible to serve as a director as a matter of law, in the event that anyCinven Director ceases to serve as a 

 

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### member of theBoard, a Subsidiary Board or any committee during his term of office, theresulting vacancy on the Board, the Subsidiary Board or such committee shall befilled by a representative designated by the Kappa Investor as providedhereunder. Until the rights of the Kappa Investor to cause the election of anindividual as a Cinven Director or designate an individual as a Cinven Directorfor election pursuant to this Section 6 are terminated, any alternate directorfor such Cinven Director shall be as provided in written notice to the Boardfrom the Kappa Investor and certified by the Kappa Investor to be on behalf ofthe Cinven Co-Investors; and

###  

### (ix)           Until therights of the Kappa Investor to cause the election of an individual as a CVCDirector or designate an individual as a CVC Director for election pursuant tothis Section 6 are terminated or unless such a representative becomesineligible to serve as a director as a matter of law, the removal from theBoard or a Subsidiary Board (with or without cause) of any CVC Director shallbe at the written request to the Board of the Kappa Investor and certified bythe Kappa Investor to be on behalf of the CVC Co-Investors, but only upon suchwritten request and under no other circumstances. Until the rights of the KappaInvestor to cause the election of an individual as a CVC Director or designatean individual as a CVC Director for election pursuant to this Section 6 areterminated or unless such a representative becomes ineligible to serve as adirector as a matter of law, in the event that any CVC Director ceases to serveas a member of the Board, a Subsidiary Board or any committee during his termof office, the resulting vacancy on the Board, the Subsidiary Board or suchcommittee shall be filled by a representative designated by the Kappa Investoras provided hereunder. Until the rights of the Kappa Investor to cause theelection of an individual as a CVC Director or designate an individual as a CVCDirector for election pursuant to this Section 6 are terminated, any alternatedirector for such CVC Director shall be as provided in written notice to theBoard from the Kappa Investor and certified by the Kappa Investor to be onbehalf of the CVC Co-Investors.

###  

## 6F.           BoardMeetings; Expenses. The Company shall hold not less than four (4) meetingsper year of the Board and any Subsidiary Board in which the ManagementInvestors have exercised rights pursuant to paragraph 6C hereof; providedthat unless exceptional circumstances exist which require a Board meeting to beconvened, the Company intends to schedule five (5) Board meetings per year. TheCompany shall pay the reasonable out-of-pocket expenses incurred by eachdirector in connection with attending the meetings of the Board, any SubsidiaryBoard and any committee thereof. To the extent practicable, the Company shalldistribute any agendas, reports or other materials to be reviewed or covered atany meeting of the Board prior to the meeting of the Board. The Company shallhold a sufficient number of Board meetings in the Republic of Ireland as may benecessary to ensure that the Company remains a resident of the Republic ofIreland.

##  

## 6G.          Replacementof MWJS, GMcG, APJS, IJC and FB. Subject to the rights of any such Personto appoint a Purchased Equity Director pursuant to paragraph 6I, in the eventthat any of MWJS, GMcG, APJS, IJC or FB is removed or resigns from the Board,any Subsidiary Board****or anycommittee thereof, any replacement director shall be appointed by RequiredBoard Vote. Unless otherwise agreed by Required Board Vote, any such directorappointed pursuant to this paragraph 6G shall be removed or replaced on theBoard only by Required Board Vote.

 

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## 6H.          Amendmentof the Articles of Association. In the event that Cinven Directors and CVCDirectors are not appointed to the Board in accordance with this Section 6, orare removed or replaced from the Board in contravention of the provisions ofthis Section 6 (in each case provided that the Kappa Investor’s right to causeappointment of such Cinven Directors and/or CVC Directors, as the case may be,has not terminated pursuant to paragraph 11M), and such Cinven Directors andCVC Directors are not appointed or re-appointed, as the case may be, as membersof the Board as soon as reasonably practicable (giving effect to the timing forcalling of a shareholders meeting under Irish law) after written notice of suchissue from the Kappa Investor, each of the Investors and Management Investorsshall take all action to amend the Articles of Association such that the ClassB Ordinary Shares may vote in the election of directors of the Company. Each ofthe Investors and Management Investors hereby agree to the calling of a meetingon short notice for the appointment or re-appointment of a Cinven Director orCVC Director as required by Section 6 (in each case provided that the KappaInvestor’s right to cause appointment of such Cinven Directors and/or CVCDirectors, as the case may be, has not terminated pursuant to paragraph 11M)and, if such Cinven Director or CVC Director is not appointed or re-appointedas so required at such meeting, amendment of the Articles of Association inaccordance with the immediately foregoing sentence. The Company, the Investorsand the Management Investors agree that, prior to the Required Vote TerminationDate, no decisions requiring Required Board Vote or Required Shareholder Voteshall be passed by the Board if there are no Cinven Directors and CVC Directorsin office in contravention of paragraph 6B (in each case provided that theKappa Investor’s right to cause appointment of such Cinven Directors and/or CVCDirectors, as the case may be, has not terminated pursuant to paragraph 11M).

##  

## 6I.            PurchasedEquity Director. Each Purchased Equity Holder who, together with hisAffiliates and/or Family Group, owns (i) prior to a Listing, Ordinary Shares,as of any date of determination, with an aggregate investmentacquisition cost (i.e., subscription price or purchase pricepaid for Ordinary Shares plus any other amounts contributed to or invested inthe Company not specifically for the acquisition of Ordinary Shares or tomakeloans made to the Company, and which, for the avoidance of doubt shall bedeemed to include the aggregate investment cost of Ordinary Shares) ofnot less than €50,000,000 or (ii) on and after a Listing, (x) a number ofOrdinary Shares, which when multiplied by the per share listing price on thesecurities market on which the Ordinary Shares are listed, has an aggregatevalue equal to not less than €50,000,000 or (y) Ordinary Shares with anaggregate investmentacquisition cost(i.e., subscription price or purchase price paid for Ordinary Shares plus anyother amounts contributed to or invested in the Company not specifically forthe acquisition of Ordinary Shares or to makeloans made to the Company)of not less than 50% of the aggregate investmentacquisitioncost (i.e., subscription price or purchase price paid for Ordinary Shares plusany other amounts contributed to or invested in the Company not specificallyfor the acquisition of Ordinary Shares or to makeloans made to the Company)of the Ordinary Shares held by such Purchased Equity Holder and his or itsAffiliates and Family Group as of September 17, 2002, then such PurchasedEquity Holder or (if such holder is an individual), upon such holder’s death, adescendant of such Purchased Equity Holder (any such Person, an “EligiblePurchased Equity Holder”) shall have the right to appoint one member of theBoard (a “Purchased Equity Director”). The condition specified inclauses (i) and (ii) of this paragraph 6I are referred to herein as the “MinimumInvestment Condition.”  Until suchdate as the applicable Minimum Investment Condition has no longer beensatisfied or unless a Purchased Equity Director becomes ineligible to serve asa director as a matter of law, the 

 

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## removal from the Board, a Subsidiary Board or anycommittee (with or without cause) of any Purchased Equity Director shall be atthe written request of the appointing Eligible Purchased Equity Holder, butonly upon such written request and under no other circumstances; providedthat in the event that a Purchased Equity Director (without the consent of theBoard) becomes an employee of, serves as a director of, or otherwise providesservices for, any Person (other than Smurfit-Stone Container Corp. and itsSubsidiaries) that competes with a material business of the Group Companies,such Purchased Equity Director shall be removed upon Required Board Vote. Untilthe rights of any Eligible Purchased Equity Holder to cause the election of adirector or designate a director for election pursuant to this paragraph 6I areterminated or unless a Purchased Equity Director becomes ineligible to serve asa director as a matter of law, in the event that any Purchased Equity Directorceases to serve as a member of the Board, a Subsidiary Board or any committeeduring his term of office, the resulting vacancy on the Board, the SubsidiaryBoard or such committee shall be filled by a representative designated by theEligible Purchased Equity Holder originally appointing such Purchased EquityDirector as provided hereunder. As of and after the date that any EligiblePurchased Equity Holder ceases to satisfy the applicable Minimum InvestmentCondition or the Purchased Equity Director has become ineligible to serve as adirector as a matter of law, upon Required Board Vote, the Purchased EquityDirector shall resign or be removed from the Board, and the Investors shalltake all actions to remove such Purchased Equity Director. In the event that the Purchased EquityDirector resigns or is removed as a result of an Eligible Purchased EquityHolder’s failure to satisfy the Minimum Investment Condition, any individualthat is to serve as a director as a result of the resignation or removal of thePurchased Equity Director shall be appointed by Required Board Vote. Notwithstandinganything else to the contrary in this paragraph 6I, (A) in no event shall anyPurchased Equity Holder have any rights pursuant to clause (ii) of thisparagraph 6I unless such Purchased Equity Holder at some point prior to aListing satisfied the condition specified in clause (i) hereof, (B) PurchasedEquity Holders, in the aggregate and subject to the conditions set forth inthis paragraph 6I, shall not be able to appoint more than one Purchased EquityDirector to serve on the Board at any one time, and (C) in no event shall anyPurchased Equity Holder have any right to appoint a Purchased Equity Directorat a time when such Person is a member of the Board, has nominated a member ofthe Board, and has the right by contract (other than this paragraph 6I),operation of law or sufficient voting power through ownership of OrdinaryShares to elect, appoint or nominate a member of the Board.

##  

## 6J.           Process.Any appointment or removal of a director shall be effected by delivery to theCompany’s registered office of written notice signed by or on behalf of theInvestor or Investors making such appointment or removal or, in the case of anappointment or removal in connection with a Required Board Vote, shall beeffected by the taking of the necessary board action and, in each case, shalltake effect upon such delivery or, if later, any effective date stated in thenotice or resolution, as the case may be.

##  

## 6K.          Vote forBoard at Completion. By its execution and delivery hereof, the KappaInvestor (i) does hereby designate Marcus Wood and Simon Rowlands as theinitial Cinven Directors and certifies that such designation is on behalf ofthe Cinven Co-Investors and (ii) does hereby designate Hugh Briggs and Rollyvan Rappard as the initial CVC Directors and certifies that such designation ison behalf of the CVC Co-Investors. By its execution hereof, each Investor and ManagementInvestor hereby agrees that its execution and delivery hereof shall constitute,to the fullest extent permitted by Irish law, its vote in favor of theappointment of 

 

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## Marcus Wood, Simon Rowlands, Hugh Briggs and Rolly vanRappard as directors of the Company effective upon completion (as defined inthe Purchase Agreement). Furthermore, each Investor and Management Investoragrees that in the event that any Cinven Director or CVC Director cannot beappointed to the Board at any time as a result of there being 14 directorsalready appointed to the Board when such Cinven Director or CVC Director isotherwise entitled to be appointed to the Board pursuant to this Agreement,such Investor shall vote its Ordinary Shares and all other voting securities ofthe Company in favor of the removal of those individuals who are notspecifically entitled to be on the Board as a result of the arrangements setforth in paragraph 6B such that sufficient vacancies are created on the Boardfor the appointment of the relevant Cinven Directors and CVC Directors.

##  

# Section 7.               CertainGovernance Rights.

#  

## 7A.          AffiliateTransactions. The Company shall not, without the prior consent of its Board(including, as long as any such Person serves on the Board, at least oneManagement Investor or, if no Management Investor serves on the Board, thePurchased Equity Director as long as such individual serves on the Board), fromand after the date of this Agreement, enterinto, or permit any Subsidiary to enter into, any transaction with any Personor group of related Persons that are not Independent Third Parties (each, an “AffiliatedPerson”) or with any Person in which any such Affiliated Person owns morethan a 25% beneficial interest; provided that the consent of anyManagement Investor or the Purchased Equity Director shall not be required withrespect to contracts in the ordinary course of business of the Company or itsSubsidiaries or contracts that are negotiated on an arm’s-length basis and areon terms which are commercially reasonable.

##  

## 7B.          Accounting Policies. The Company shall not for purposesof calculating or determining whether any management incentive target had beenachieved or satisfied, change any accounting policy of the Company in a mannerthat would adversely affect the calculation of any management incentive targetor performance; provided that the Company may change such accountingpolicy if, under the supervision of the Board, management incentive targets orbonuses are calculated using the former accounting policy.

##  

## 7C.          AffirmativeCovenants. From and after the date of this Agreement, the Company covenantsto the Management Investors that it shall:

##  

### (i)            permitany representatives designated by the Management Investors, upon reasonablenotice and during normal business hours and such other times as the ManagementInvestors may reasonably request, to (a) visit and inspect any of theproperties of the Company and its Subsidiaries, (b) examine the corporateand financial records of the Company and its Subsidiaries and (c) discussthe affairs, finances and accounts of any such Persons with the directors,officers, key employees and independent accountants of the Company and itsSubsidiaries; provided that the Company shall have the right to have amember of the Board or a representative of the Board present in connection withthe exercise of rights by the Management Investors pursuant to this paragraph2C(i); provided further that all of the information disclosed to theManagement Investors or their representatives pursuant to this paragraph 2C(i)shall be treated as confidential and shall not be disclosed to any third Person(and the Management 

 

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### Investors andtheir representatives shall, at the request of the Company, execute customaryconfidentiality agreements in respect thereof, prior to gaining access to anysuch information);

###  

### (ii)           issue anyunissued equity interests available for issuance under the Company’s MIP only tomembers of the management of the Company or other persons recommended by theCompany’s chief executive officer;

###  

### (iii)          allocateall equity interests under the Company’s MIP not previously allocated onlyafter receiving the recommendation of the Company’s chief executive officer asto how such equity interests should be allocated (with it being understood thatthe Company shall not unreasonably withhold its approval or unnecessarily delayits decision with respect to such recommendations); and

###  

### (iv)          reallocateequity interests purchased from departing members of management in the mannerdetermined by the Company’s chief executive officer in consultation with theCompany’s compensation committee as to how such equity interests should bereallocated (which consultation may occur after the reallocation has occurred);provided that notwithstanding this clause (iv), no equity interests maybe reallocated to any Management Investor or its successors or assigns withoutthe consent of the Company’s compensation committee.

###  

## 7D.          NegativeCovenants. The Company covenants to the MDCP Co-Investors and the KappaInvestor that, from and after the date of this Agreement, it shall not, withoutRequired Board Vote:

##  

### (i)            hire orfire any of the chairman, chief executive officer, chief financial officer, orchief operating officer of the Company and its Subsidiaries;

###  

### (ii)           approveany annual budget or business plan for the Company and its Subsidiaries;

###  

### (iii)          approve,authorize, declare, make or pay any dividend, distribution, repurchase orredemption of Equity Securities or Equity Equivalents, other than (A)repurchases or redemptions of Equity Securities or Equity Equivalents frommanagement upon termination of employment, or (B) as may be required to complywith the terms of the Company’s existing Warrants;

###  

### (iv)          incurindebtedness for borrowed money or capital lease obligations in excess of€10,000,000 in any twelve-month period, other than indebtedness and capitallease obligations incurred in the ordinary course business operations of theCompany and its Subsidiaries that are not prohibited under the Company’s SeniorCredit Facility;

###  

### (v)           announce,approve, authorize, execute a definitive agreement to complete, or complete anyacquisition or divestiture of any Person, assets of any Person or business lineor division of any Person where the aggregate enterprise value of the Person,assets, business line or division being acquired or divested equals or exceeds€25,000,000, other than (A) capital expenditures made in accordance with itscapital expenditure budget, and 

 

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### (B) subject to theprovisions of the Purchase Agreement, divestitures and agreements to divest anyJSG Redundant Assets (as defined in the Purchase Agreement);

###  

### (vi)          announce,approve, authorize, execute a definitive agreement to complete or complete anydivestiture of any Kappa Redundant Asset;

###  

### (vii)         without limiting its obligations underparagraph 7A, enter into, or permit any Subsidiary to enter into, any transactionwith any Affiliated Person or with any Person in which any such AffiliatedPerson owns more than a 25% beneficial interest, other than contracts that arenegotiated on an arm’s-length basis and are on terms which are commerciallyreasonable;

###  

### (viii)        voluntarilyinstigate insolvency proceedings for the Company;

###  

### (ix)           acceleratevesting on any Class H Convertible Shares unless, contemporaneously with suchvesting, there is accelerated vesting on an aggregate number of Class BConvertible Shares and Class F Convertible Shares equal to the ReciprocalRelevant Proportion of the number of Class H Convertible Shares beingaccelerated;

###  

### (x)            approve,authorize, execute or amend any definitive agreement or plan involvingissuances of equity to management as an incentive or compensation formanagement (whether such equity takes the form of options, issued share capitalor otherwise), including, without limitation, the MIP and MEIA (with it beingunderstood that approval, authorization and execution of the MIP and MEIA inthe agreed-form to the Purchase Agreement on the date of this Agreement is nota violation of this clause (ix));

###  

### (xi)           enter intoor exit from any material business line of the Company and its Subsidiaries,taken as a whole; or

###  

### (xii)          appointan attorney or attorneys to take any action which, if taken by the Companydirectly, would require Required Board Vote.

###  

# Section 8.               GeneralVoting Agreement.

#  

## 8A.          So long asthe MDCP Co-Investors, the Kappa Investor and their respective PermittedTransferees collectively beneficially hold a majority of the Ordinary Shares,each Investor shall vote all of its Equity Securities and take all othernecessary or desirable actions (in such holder’s capacity as a shareholder ofthe Company) (a) to cause the Company to issue Equity Securities or EquityEquivalents of the Company pursuant to the Company’s obligations to issue suchEquity Securities or Equity Equivalents under the terms of the PurchaseAgreement, the PIK or the Preference, and (b) as otherwise directed by RequiredShareholder Vote. In addition, each Investor shall at all such times vote hisor her Equity Securities on all matters presented to the Company’s shareholders(including in connection with a recapitalization in connection with the Company’sinitial Listing) as directed by Required Shareholder Vote as long as such voteis not materially adversely discriminatory to such Investor in a mannerdifferent from the MDCP Co-Investor Majority and the Kappa Investor; providedthat no 

 

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## material adverse discrimination entitling an Investorto withhold its vote shall be deemed to arise solely as a result of economicdifferences that relates to the type, class or series of Equity Securities orEquity Equivalents of the Company held by such Investor relative to any type,class or series of the Equity Securities or Equity Equivalents of the Companyheld by the MDCP Co-Investor Majority and/or the Kappa Investor.

##  

## 8B.          The KappaInvestor agrees, for the benefit of the MDCP Co-Investors and the AdditionalInvestors, to comply with its obligations under Section 3.7(a) of the PurchaseAgreement. The Company agrees that the provisions of the Purchase Agreementwith respect to the Preference are for the benefit of the MDCP Co-Investors andthe Additional Investors and hereby affirms its obligations under the PurchaseAgreement with respect thereto.

##  

# Section 9.               Transfers; Future Sales.

#  

## 9A.          GenerallyPrior to any Investor Transferring any Equity Securities or Equity Equivalentsof the Company to any Person (other than pursuant to a Public Sale), suchInvestor shall cause the prospective transferee to be bound by this Agreementand to execute and deliver to the Company on behalf of the other Investors aDeed of Adherence. Transferees of Equity Securities and/or Equity Equivalentsof the Company held by Additional Investors shall be deemed to have the rightsand obligations of Additional Investors with respect to such Equity Securitiesand/or Equity Equivalents and transferees of Equity Securities and/or EquityEquivalents of the Company held by any MDCP Co-Investor or the Kappa Investorshall be deemed to have the rights and obligations of MDCP Co-Investors and/orthe Kappa Investor, as applicable, with respect to such Equity Securitiesand/or Equity Equivalents; provided that, notwithstanding the foregoing,Equity Securities and/or Equity Equivalents of the Company acquired by a MDCPCo-Investor or the Kappa Investor from an Additional Investor shall be deemedto have the rights and obligations hereunder of Equity Securities and/or EquityEquivalents of the Company held by a MDCP Co-Investor or the Kappa Investor,respectively. Any Transfer of Equity Securities and/or Equity Equivalents ofthe Company, the Kappa Investor (or any successor general partner of the KappaLimited Partnership) or the Kappa Limited Partnership in violation of thisAgreement shall be void *ab initio*.

##  

## 9B.          KappaInvestor Distribution. Notwithstanding anything herein to the contrary, theKappa Investor agrees not to distribute Equity Securities or Equity Equivalentsof the Company to its equityholders or the holders of Equity Securities orEquity Equivalents of the Kappa Limited Partnership without the prior writtenconsent of the Company or, as long as the MDCP Co-Investors beneficially ownmore than 10% of the Common Equity Securities of the Company, the MDCPCo-Investor Majority.

##  

# Section 10.             Definitions.For the purposes of this Agreement, the following terms have the meanings setforth below:

#  

“Affiliate” of any particular Person means anyother Person controlling, controlled by or under common control with suchparticular Person, where for these purposes “control” means the power (whetherthrough the ownership of voting securities, by contract or otherwise) to director cause the direction of the management, policies and activities of suchparticular Person or to appoint or remove (or to direct or cause the directionof the appointment 

 

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or removal of) directorsof the particular Person holding a majority of the voting rights exercisable atmeetings of its board and “controlled” and “controlling” shall be construedaccordingly; provided that in no event shall the Company be deemed anAffiliate of one or more Cinven Co-Investors, CVC Co-Investors, MDCPCo-Investors, or the Kappa Investor.

 

“Applicable Portion” means for each MDCPCo-Investor or Additional Investor, as the case may be, the Reciprocal RelevantProportion multiplied by a fraction, the numerator of which is the number ofOrdinary Shares owned by such MDCP Co-Investor or Additional Investor and thedenominator of which is the number of Ordinary Shares owned by the MDCPCo-Investors and Additional Investors.

 

“Cinven Applicable Percentage” the percentagedetermined by dividing (i) the sum of (A) €323,000,000 plus (B) the aggregateamount paid by Cinven Co-Investors after the date hereof to acquire debtsecurities or Equity Securities and/or Equity Equivalents of the Kappa LimitedPartnership by (ii) the sum of (A) €646,000,000 plus (B) the aggregate amountpaid by Cinven Co-Investors and CVC Co-Investors after the date hereof toacquire debt securities, Equity Securities and/or Equity Equivalents of theKappa Limited Partnership; provided that, for the avoidance of doubt,until an additional amount is paid by the Cinven Co-Investors or CVCCo-Investors for additional debt securities, Equity Securities and/or EquityEquivalents of the Kappa Limited Partnership, the amount for each foregoingclause (B) shall be €0.

 

“Cinven Co-Investors” means, collectively,Cinven Nominees Limited, Cinven Fund No. 1 Limited Partnership, Cinven Fund USNo. 1 Limited Partnership, Second Cinven Fund Dutch No. 1 Limited Partnership,Second Cinven Fund Dutch No. 2 Limited Partnership, Second Cinven Fund DutchNo. 3 Limited Partnership, Second Cinven Fund Dutch No. 4 Limited Partnership,Second Cinven Fund No. 1 Limited Partnership, Second Cinven Fund No. 2 LimitedPartnership, Second Cinven Fund US No. 1 Limited Partnership, Second CinvenFund US No. 2 Limited Partnership, Second Cinven Fund US No. 3 LimitedPartnership, Second Cinven Fund US No. 1 Co-Investment Limited Partnership,Railway Pension Venture Capital Limited, Barclays UK Retirement Fund VentureLimited Partnership, Coal Pension Venture Limited Partnership, Commercial UnionLife Assurance Company Ltd, CGNU Life Assurance Limited, Norwich Union Life& Pensions Limited, HarbourVest International Private Equity Partners IVDirect Fund LP, European Strategic Partners, European Strategic PartnersScottish B LP, European Strategic Partners Scottish C LP, European StrategicPartners-1 LP, ESP Co-Investment Limited Partnership and any Affiliate orCounted Beneficiary of the foregoing that owns or holds Equity Interests or EquityEquivalents of the Kappa Limited Partnership as of the date of determinationand “Cinven Co-Investor” means any of the Cinven Co-Investors.

 

“Cinven Interest” shall mean the percentagedetermined by multiplying (i) the percentage of Common Equity Securities of theCompany owned by the Kappa Investor by (ii) the Cinven Applicable Percentage; providedthat in the event that the Kappa Investor, any Cinven Co-Investor or any CVCCo-Investor is in breach of its obligations under clause (E) or (F) of paragraph5A(iii), the Cinven Interest shall be determined by taking the number of issuedCommon Equity Securities of the Company owned the Kappa Investor anddetermining, upon a distribution of all Common Equity Securities by the KappaInvestor to the limited partners of the Kappa Limited Partnership, the numberof Common Equity Securities of the Company that would be distributed to theCinven Co-Investors in accordance with the Kappa Limited 

 

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Partnership Agreement anddividing such number of Common Equity Securities deemed to be distributed tothe Cinven Co-Investors by the aggregate number of issued and outstandingCommon Equity Securities of the Company; provided further that prior toapplying the immediately foregoing proviso, the Company and the MDCPCo-Investors shall request the following information to be provided by theKappa Investor:  (A) a copy of the KappaLimited Partnership Agreement and a register of limited partners showing theoutstanding Equity Securities and Equity Equivalents of the Kappa LimitedPartnership certified to be true and correct by the Kappa Investor, (B) acertification by the Kappa Investor that no issuance or Transfer in violationof clauses (E) or (F) of paragraph 5A(iii) has occurred, and (C) such otherinformation reasonably requested by the Company and the MDCP Co-Investors todetermine compliance with clauses (E) and (F) of paragraph 5A(iii) (includingin each case information regarding any Person on the register of limitedpartners of the Kappa Limited Partnership that is not listed by name in thedefinition of Cinven Co-Investor, CVC Co-Investor or the Stichting and forwhich a Deed of Adherence has not previously been delivered to the Company) andthe Kappa Investor shall provide such information within 10 Business Days afterrequest therefor and the foregoing proviso shall only be applicable if (w) theKappa Investor admits in writing that a breach, or facts that give rise to abreach, of clause (E) or (F) of paragraph 5A(iii) has occurred, (x) it can bereasonably determined that the certifications made by the Kappa Investor werefalse in any material respect when made, (y) it can be reasonably determinedfrom such information that the Kappa Investor, any Cinven Co-Investor or anyCVC Co-Investor has breached its obligations under clauses (E) or (F) orparagraph 5A(iii), or (z) the Kappa Investor fails to provide the requestedinformation on a timely basis. Notwithstanding any other provision of thisAgreement to the contrary, in no event shall any Beneficiary (other thanCounted Beneficiaries) or other transferee, successor or assign of any CinvenCo-Investor (other than another Person falling within the definition of CinvenCo-Investor or an Affiliate of a Person falling within the definition of CinvenCo-Investor that is not a competitor of any material line of business of theCompany and its Subsidiaries, taken as a whole) be deemed a Cinven Co-Investorfor purposes of this definition, even if such Beneficiary, transferee,successor or assign joins this Agreement as a Cinven Co-Investor.

 

“Class D Convertible Shares” means Class DConvertible Shares of the Company, nominal value €0.001 per share.

 

“Class I Convertible Shares” means Class IConvertible Shares of the Company, nominal value €0.001 per share.

 

“Common Equity Securities” means, for anyPerson as of any date of determination, ordinary shares, shares of common stockor other similar equity securities not limited to a fixed stated return onliquidation, dissolution or winding up of such Person, together with theordinary shares, shares of common stock or other similar equity securities ofsuch Person issuable upon exercise of then-exercisable rights, options,warrants or similar securities of such Person or issuable upon conversion ofthen-convertible equity or debt securities of such Person. For the avoidance ofdoubt, in determining Common Equity Securities of the Company, (i) the OrdinaryShares issuable upon conversion of the issued Class D Convertible Shares, (ii)the Ordinary Shares issuable upon conversion of the issued Class I ConvertibleShares, and (iii) the Ordinary Shares issuable to the Kappa Investor pursuantto the Purchase Agreement as a result of a then-exercisable subscription rightshall be deemed Common Equity Securities, but 

 

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(x) the Ordinary Sharesissuable upon conversion of the issued Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class E Convertible Shares,Class F Convertible Shares, Class G Convertible Shares and Class H ConvertibleShares of the Company and (y) the Ordinary Shares issuable upon conversion ofthe PIK or the Preference shall not be deemed Common Equity Securities.

 

“CVC Applicable Percentage” means 100% minusthe Cinven Applicable Percentage.

 

“CVC Co-Investors” means, collectively,Citicorp Capital Investors Europe Limited, Capital Ventures Nominees Limited,CVC European Equity Partners II Limited Partnership, CVC European EquityPartners II (Jersey) Limited Partnership, Citi-Europe Co-Invest LimitedPartnership, CVC European Equity Partners III Limited Partnership, CVC EuropeanEquity Partners III Parallel Fund-A Limited Partnership, CVC European EquityPartners III Parallel Fund-B Limited Partnership, CVC Europe Enterprise(Domestic) Limited Partnership, CVC Europe Enterprise (Cayman) LimitedPartnership, Stichting Certificaathouders Kappa and any Affiliate of theforegoing that owns or holds Equity Interests or Equity Equivalents of theKappa Limited Partnership as of the date of determination and “CVC Co-Investor”means any of the CVC Co-Investors.

 

“CVC Interest” shall mean the percentagedetermined by multiplying (i) the percentage of Common Equity Securities of theCompany owned by the Kappa Investor by (ii) the CVC Applicable Percentage; providedthat in the event that the Kappa Investor, any Cinven Co-Investor or any CVCCo-Investor is in breach of its obligations under clause (E) or (F) ofparagraph 5A(iii), the CVC Interest shall be determined by taking the number ofissued Common Equity Securities of the Company owned the Kappa Investor anddetermining, upon a distribution of all Common Equity Securities by the KappaInvestor to the limited partners of the Kappa Limited Partnership, the numberof Common Equity Securities of the Company that would be distributed to the CVCCo-Investors in accordance with the Kappa Limited Partnership Agreement anddividing such number of Common Equity Securities deemed to be distributed tothe CVC Co-Investors by the aggregate number of issued and outstanding CommonEquity Securities of the Company; provided further that prior toapplying the immediately foregoing proviso, the Company and the MDCPCo-Investors shall request the following information to be provided by theKappa Investor:  (A) a copy of the KappaLimited Partnership Agreement and a register of limited partners showing theoutstanding Equity Securities and Equity Equivalents of the Kappa Limited Partnershipcertified to be true and correct by the Kappa Investor, (B) a certification bythe Kappa Investor that no issuance or Transfer in violation of clauses (E) or(F) of paragraph 5A(iii) has occurred, and (C) such other informationreasonably requested by the Company and the MDCP Co-Investors to determinecompliance with clauses (E) and (F) of paragraph 5A(iii) (including in eachcase information regarding any Person on the register of limited partners ofthe Kappa Limited Partnership that is not listed by name in the definition ofCinven Co-Investor, CVC Co-Investor or the Stichting and for which a Deed ofAdherence has not previously been delivered to the Company) and the KappaInvestor shall provide such information within 10 Business Days after requesttherefor and the foregoing proviso shall only be applicable if (w) the KappaInvestor admits in writing that a breach, or facts that give rise to a breach,of clause (E) or (F) of paragraph 5A(iii) has occurred, (x) it can bereasonably determined that the certifications made by the Kappa Investor werefalse in any material respect 

 

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when made, (y) it can bereasonably determined from such information that the Kappa Investor, any CinvenCo-Investor or any CVC Co-Investor has breached its obligations under clauses(E) or (F) or paragraph 5A(iii), or (z) the Kappa Investor fails to provide therequested information on a timely basis. Notwithstanding any other provision ofthis Agreement to the contrary, in no event shall any Beneficiary (other thanCounted Beneficiaries) or other transferee, successor or assign of any CVCCo-Investor (other than another Person falling within the definition of CVCCo-Investor or an Affiliate of a Person falling within the definition of CVCCo-Investor that is not a competitor of any material line of business of theCompany and its Subsidiaries, taken as a whole) be deemed a CVC Co-Investor forpurposes of this definition, even if such Beneficiary, transferee, successor orassign joins this Agreement as a CVC Co-Investor.

 

“Deed of Adherence” means a deed of adherencesubstantially in the form of Exhibit A attached hereto.

 

“Equity Equivalents” means any securitiesconvertible into or exchangeable for any Equity Securities, including withoutlimitation, warrants, options and other rights to acquire Equity Securities. Forthe avoidance of doubt, Equity Equivalents of the Company shall not includeEquity Equivalents or Equity Securities of the Kappa Limited Partnership. Exceptas specifically provided otherwise herein (e.g., as in “Equity Equivalents ofthe Kappa Limited Partnership”), any reference to “Equity Equivalents” hereinshall be a reference to Equity Interests of the Company.

 

“Equity Securities” means any shares, sharederivatives, share appreciation rights, or other rights or instrumentscontaining equity-like features or otherwise based on changes in the enterprisevalue of the issuer thereof or its Affiliates (other than ordinary course cashbonus payments) and any rights to acquire any such right or instrument. For theavoidance of doubt, (i) “Equity Securities” of the Company shall includeOrdinary Shares of any class or series, (ii) “Equity Securities” of the KappaLimited Partnership shall include limited partnership interests or othersimilar interests in the Kappa Limited Partnership, and (iii) “EquitySecurities” of the Company shall not include Equity Securities or EquityEquivalents of the Kappa Limited Partnership. Except as specifically providedotherwise herein (e.g., as in “Equity Securities of the Kappa LimitedPartnership”), any reference to “Equity Securities” herein shall be a referenceto Equity Securities of the Company.

 

“Excluded Issuances” means the issuance of (i)any Equity Securities or Equity Equivalents after the date hereof for managementincentive and/or compensation purposes (including pursuant to the MEIA and theMEP), (ii) any Equity Securities or Equity Equivalents issued as considerationfor an acquisition or joint venture transaction, (iii) any Equity Securities orEquity Equivalents issued as an “equity kicker” in respect of indebtedness forborrowed money or any preferred Equity Securities, (iv) any Equity Securitiesor Equity Equivalents issued upon conversion of any Equity Securities, anyEquity Equivalents, the PIK or the Preference, (v) Equity Securities or EquityEquivalents to Persons (other than a MDCP Co-Investor or the Kappa Investor)which the Company, with Required Board Vote, has determined to be ExcludedIssuances, (vi) Equity Securities or Equity Equivalents in respect of Class BOrdinary Shares (or Equity Securities or Equity Equivalents subsequently issuedin respect of Class B Ordinary Shares) to provide for dilution protection tosuch Class B Ordinary Shares pursuant to Section 3.9 of the Purchase Agreement,(vii) any options, warrants or rights to acquire, or shares 

 

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convertible into, EquitySecurities or Equity Equivalents listed in clauses (i) through (vi), and (viii)Equity Securities or Equity Equivalents issued in connection with or pursuantto a Public Sale.

 

“Exempted Transfer” means a Transfer of EquitySecurities and/or Equity Equivalents of the Company by a MDCP Co-Investor orthe Kappa Investor (i) to one or more Affiliates of a MDCP Co-Investor or suchKappa Investor, respectively, (ii) to any members, partners, shareholders,officers or directors of a MDCP Co-Investor or the Kappa Investor or anyAffiliate of any of the foregoing, respectively, (iii) of up to 5% of theaggregate Equity Securities or Equity Equivalents of the Company of each type,class or series held by the MDCP Co-Investors or the Kappa Investor,respectively (aggregating, in each case, all Transfers made after the datehereof), (iv) to the Company, an Investor or any Affiliate of an Investor underparagraph 5B of this Agreement or (v) in a Public Sale.

 

“Family Group” means, with respect to anyInvestor, such Investor’s spouse and descendants (whether natural or adopted)and any trust solely for the benefit of such Investor and/or such Investor’sspouse, descendants, siblings and/or siblings’ descendants.

 

“5% Owner” means any Person that owns 5% ormore of the Company’s Common Equity Securities.

 

“FSA” means the Financial Services Authority.

 

“Independent Third Party” means any Person who,immediately prior to the contemplated transaction, is not a 5% Owner, who isnot controlling, controlled by or under common control with any 5% Owner andwho is not the spouse or descendent (by birth or adoption) of any 5% Owner.

 

“JSG” means Jefferson Smurfit Group Limited, anIrish private limited company.

 

“Kappa Limited Partnership” means Smurfit KappaFeeder L.P., a limited partnership organized under the laws of Jersey.

 

“Listing” meansthe admission of all or any part of any Ordinary Shares to the Official List ofThe Irish Stock Exchange Limited or the Official List of the FSA, and totrading on the market for listed securities of the London Stock Exchange or totrading on the Alternative Investment Market or the taking effect of any grantingof permission to deal in the same on any recognized investment exchange (asthat term is used in the Financial Services Act 1986) or the registration ofall or any of any Common Equity Securities (or equivalent securities of anySubsidiary or American Depository Receipts with respect to any of the forgoing)on Form F-1, F-2 or F-3 (or any similar long-form or short-form registrations)pursuant to the United States Securities Act of 1933 (as amended) or anysimilar US federal law, or any similar listing or registration by the Companyof any Ordinary Shares or other Common Equity Securities on the public stockexchange or securities market in any other jurisdiction.

 

“MDCP Co-InvestorMajority” means the holders of a majority of the Ordinary Shares held beneficiallyand/or of record by all MDCP Co-Investors.

 

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“MDCP Co-Investors” means, collectively, MDCPIV Global Investments LP, MDCP III Global Investments LP, MDSE III GlobalInvestments LP and any Affiliate of the foregoing that owns or holds OrdinaryShares as of the date of determination and “MDCP Co-Investor” means any of theMDCP Co-Investors.

 

“MEIA” means the Company’s Amended and RestatedManagement Equity Agreement, dated as of December 1, 2005, by and among theCompany and certain of its executives, as such agreement may be amended,restated, supplemented or waived from time to time.

 

“MIP” means the Company’s 2005 ManagementEquity Plan, approved by the Company on December 1, 2005, as amended, restated,supplemented or waived from time to time.

 

“Non-Applicable Transfer” means a Transfer ofEquity Securities or Equity Equivalents by a Relevant Shareholder (i) made inconnection with an Approved Sale and not in violation of its obligations underparagraph 5C hereof, (ii) to one or more Affiliates of such RelevantShareholder, (iii) of up to 5% of the aggregate Equity Securities or EquityEquivalents of each type, series or class held by such Relevant Shareholder asof the date of this Agreement and acquired after the date of this Agreement, or(iv) in a Public Sale.

 

“Ordinary Shares” has the meaning given to suchterm in the preamble hereto and shall include each other class or series ofordinary shares of the Company created after the date hereof that is issued inrespect of such other Ordinary Shares in connection with any share dividend orshare split or in connection with a combination of shares, recapitalization,merger, consolidation or other reorganization or otherwise. For the avoidanceof doubt, “Ordinary Shares” shall include Class A Ordinary Shares and Class BOrdinary Shares.

 

“Permitted Transferees” shall have the meaninggiven to such term in paragraph 5A hereof.

 

“Person” means an individual, a partnership, alimited liability company an unlimited liability company, a company limited byguarantee, a corporation, an association, a joint stock company, a trust, ajoint venture, an unincorporated organization and a governmental entity or anydepartment, agency or political subdivision thereof.

 

“PIK” shall have the meaning given to such termin the Purchase Agreement.

 

“Preference” shall have the meaning given tosuch term in the Purchase Agreement.

 

“Public Sale” means (x) any sale pursuant to orafter a Listing in any European Union member state or (y) in the case of aListing in the United States, any sale pursuant to a registered public offeringunder the Securities Act or any sale to the public pursuant to Rule 144promulgated under the Securities Act effected through a broker, dealer ormarket maker.

 

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“Purchased Equity Holder” means any Personparty to the Corporate Governance Agreement, dated as of July 4, 2002, that hadacquired Ordinary Shares of JSG on or before September 17, 2002.

 

“Reciprocal Relevant Proportion” shall have themeaning given to such term in the Purchase Agreement.

 

“Registration Agreement” means that certainRegistration Rights Agreement, dated as of the date of this Agreement, by andamong the Company, the MDCP Co-Investors, the Kappa Investor and the otherparties signatory thereto, as amended, modified, supplemented or waived fromtime to time.

 

“Relevant Proportion” shall have the meaninggiven to such term in the Purchase Agreement.

 

“Required Board Vote” means (i) until theRequired Vote Termination Date, the affirmative vote of (A) a majority of theMDCP III Global Director and the MDCP IV Global Directors then in office and(B) either the Cinven Directors or the CVC Directors and (ii) from and afterthe Required Vote Termination Date, the affirmative vote of a majority of themembers of the Board of Directors of the Company.

 

“Required Shareholder Vote” means (i) until theRequired Vote Termination Date, the prior written consent of (A) the MDCPCo-Investor Majority and (B) either the Cinven Directors (acting in theircapacity as representatives of the Cinven Co-Investors) or the CVC Directors(acting in their capacity as representatives of the CVC Co-Investors) and (ii)from and after the Required Vote Termination Date (as determined in accordancewith its terms) the prior written consent of holders of a majority of theCommon Equity Securities party to this Agreement.

 

“Required Vote Termination Date” means theearliest of (i) the date that the MDCP Co-Investors and their respectiveAffiliates cease to beneficially own in the aggregate at least 10% of theissued Common Equity Securities of the Company, (ii) the date that the CinvenInterest is less than 10% or (iii) the date that the CVC Interest is less than10%.

 

“Sale of the Company” means the sale of theCompany to an Independent Third Party or affiliated group of Independent ThirdParties pursuant to which such party or parties acquire (i) issued sharecapital of the Company possessing the voting power to elect a majority of theCompany’s board of directors (whether by merger, consolidation or sale ortransfer of the Company’s issued share capital) or (ii) all or substantiallyall of the Company’s assets determined on a consolidated basis; providedthat in no event shall a Sale of the Company be deemed to arise in whole or inpart as a result of the Class B Ordinary Shares becoming entitled to vote inthe election of directors.

 

“Securities Act” means the Securities Act of1933, as amended.

 

“Stichting” means Stichting Senior ManagementKappa and any Affiliate of Stichting Senior Management Kappa that owns EquitySecurities of the Kappa Limited Partnership as of the date of determination.

 

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“Subsidiary” means any Company of which thesecurities having a majority of the ordinary voting power in electing the boardof directors are, at the time as of which any determination is being made,owned by the Company either directly or through one or more Subsidiaries.

 

# Section 11.             Miscellaneous.

 

11A.        CompleteAgreement. This Agreement and the agreements contemplated hereby embody thecomplete agreement and understanding among the parties hereto with respect tothe subject matter hereof and supersedes and preempts any prior understandings,agreements or representations by or among the parties, whether written or oral,which may have related to the subject matter hereof in any way. Withoutlimiting the generality of the foregoing, this Agreement amends and restates inits entirety that certain Exchange and Shareholders Agreement, dated as ofFebruary 6, 2004, by and among the Company and certain of its shareholders (asamended, modified, supplemented or waived from time to time, the “ExistingShareholders Agreement”), which itself amended and restated that certainPurchase and Shareholders Agreement, dated as of September 17, 2002 (the “InitialShareholders Agreement”), and that certain Corporate Governance Agreement,dated as of February 6, 2004, by and among the Company and certain of itsshareholders (the “Existing Corporate Governance Agreement); providedthat no such termination of the Existing Shareholders Agreement shall waive anyright or remedy of any party for breach of such Existing Shareholders Agreementor Existing Corporate Governance Agreement arising prior to the date of thisAgreement or any agreement of anInvestor or Management Investor made in any Acceptance Form included with thatcertain Exchange Offer information memorandum dated on or about January 20,2004, including, without limitation, the power of attorney executed inconnection therewith, or in any side letter executed (or, in accordance withthis Section 11, deemed executed) by the Company.

##  

## 11B.        Remedies.Each party hereto shall have all rights and remedies set forth in thisAgreement and the Articles of Association and all rights and remedies whichsuch holders have been granted at any time under any other agreement orcontract and all of the rights which such holders have under any law. AnyPerson having any rights under any provision of this Agreement shall beentitled to enforce such rights specifically (without posting a bond or othersecurity), to recover damages by reason of any breach of any provision of thisAgreement and to exercise all other rights granted by law. Each party heretoagrees that its obligations hereunder (including its obligations under Sections6, 7 and 8 hereof) may be enforced by an action for specific performance and nosuch party shall object to the granting of such relief on grounds that anadequate remedy exists at law.

##  

## 11C.        Consent toAmendments. Except as otherwise expressly provided herein, the provisionsof this Agreement may be amended and the Company or any holder of EquitySecurities and/or Equity Equivalents party hereto may take any action hereinprohibited, or omit to perform any act herein required to be performed by it,only if the Company has obtained the Required Shareholder Vote; providedthat (i) if any such amendment,modification or waiver would materially adversely affect any Investor relativeto the Investors comprising Required Shareholder Vote (assuming for thispurpose, that any action taken by Cinven Directors or CVC Directors as part ofRequired Shareholder Vote is taken on behalf of the Cinven Co-Investors and theCVC Co-Investors, respectively), such amendment, modification or waiver shallbe 

 

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## effective against suchInvestor only with the written consent of such Investor or the holders of amajority of Ordinary Shares held by all holders so adversely affected or (ii)if any such amendment, modification or waiver would materially adversely affectany Management Investor relative to the Investors comprising Required ShareholderVote (assuming for this purpose, that any action taken by Cinven Directors orCVC Directors as part of Required Shareholder Vote is taken on behalf of theCinven Co-Investors and the CVC Co-Investors, respectively), such amendment,modification or waiver shall be effective against such Management Investor onlywith the written consent of such Management Investor or with the writtenconsent of a majority of the Management Investors. In addition, any amendment, modification or waiver of theprovisions of Section 7 which affects the Management Group (as defined inparagraph 11O) in an adversely discriminatory manner relative to the Investorsvoting in favor of such amendment, modification, or waiver (assuming for thispurpose, that any action taken by Cinven Directors or CVC Directors as part ofRequired Shareholder Vote is taken on behalf of the Cinven Co-Investors and theCVC Co-Investors, respectively) shall be effective against the Management Grouponly if such amendment, modification or waiver has been approved by the holdersof a majority of the Ordinary Shares held by the Management Group. Noother course of dealing between the Company and any Investor or ManagementInvestor or any delay in exercising any rights hereunder, under any agreementcontemplated hereby or under the Articles of Association shall operate as awaiver of any rights of any such holders. Each Investor agrees and acknowledgesthat the Schedule of Investors and the Schedule of AdditionalInvestors may be updated by the Company to reflect the issuance of EquitySecurities and/or Equity Equivalents not in violation of Section 1 of thisAgreement after the date of this Agreement and the addition of the Personacquiring such Equity Securities and/or Equity Equivalents as a party hereto asan Additional Investor, in each case without the consent of any Investorhereunder.

##  

## 11D.        Successorsand Assigns. Except as otherwise expressly provided herein (including Section9 hereof), all covenants and agreements contained in this Agreement by or onbehalf of any of the parties hereto shall bind and inure to the benefit of therespective successors and assigns of the parties hereto whether so expressed ornot. In addition, and whether or not any express assignment has been made,except as otherwise expressly provided herein (including Section 9hereof), the provisions of this Agreement which are for the Investors’ benefitas purchasers or holders of Ordinary Shares are, except as otherwise set forthherein, also for the benefit of, and enforceable by, any subsequent holder ofsuch shares. Notwithstanding anything herein to the contrary, the rights andobligations of any Investor or Management Investor under this Agreement and theagreements contemplated hereby may be assigned at any time only with the priorwritten consent of such Investor or Management Investor, as the case may be (inaddition to the prior written consent of those other Persons whose consent isrequired for such assignment pursuant to the terms hereof). In the event thatat any time after the date hereof, (i) MWJS ceases to be the chairman of theCompany or JSG, (ii) GMcG ceases to be the chief executive officer of theCompany or JSG, (iii) APJS ceases to be the chief operating officer of theCompany or JSG, or (iv) IJC ceases to be the chief financial officer of theCompany or JSG, the rights of such person under Section 7 shall automatically,and without further action on the part of any Person hereto, be assigned tosuch Person’s successor with the Company, who shall succeed to all of suchPerson’s rights under Section 7 hereof. Notwithstanding anything else to thecontrary set forth herein, in no event shall any Person or group of Personsentitled to designate directors for appointment to the Board pursuant toSection 6 be entitled to assign such rights without Required Board Vote. Notwithstandinganything else to the contrary set forth 

 

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## herein, in no event shall any Person or group ofPersons entitled to designate directors for appointment to the Board pursuantto Section 6 be entitled to assign such rights without Required Board Vote.

##  

## 11E.         Severability.Whenever possible, each provision of this Agreement shall be interpreted insuch manner as to be effective and valid under applicable law, but if anyprovision of this Agreement is held to be prohibited by or invalid underapplicable law, such provision shall be ineffective only to the extent of suchprohibition or invalidity, without invalidating the remainder of thisAgreement.

##  

## 11F.         Counterparts.This Agreement may be executed simultaneously in two or more counterparts(including by facsimile or electronic transmission), any one of which need notcontain the signatures of more than one party, but all such counterparts takentogether shall constitute one and the same Agreement.

##  

## 11G.        DescriptiveHeadings; Interpretation. The descriptive headings of this Agreement areinserted for convenience only and do not constitute a Section of thisAgreement. The use of the word “including” in this Agreement shall be by way ofexample rather than by limitation.

##  

## 11H.        GoverningLaw. The Agreement and the exhibits and schedules hereto shall be governedby and construed in accordance with the laws of the Republic of Ireland. Eachof the parties hereby submits to the non-exclusive jurisdiction of the Republicof Ireland. Any suit or action brought against any Management Investorhereunder should be brought exclusively in the courts of the Republic ofIreland (it being understood that, except as set forth in this sentence,nothing contained in this paragraph 11H shall limit any party’s rights to bringany suit against any party (other than the Management Investors) or withrespect to the subject matter hereof in any other jurisdiction).

##  

## 11I.          Notices.All notices, demands or other communications to be given or delivered under orby reason of the provisions of this Agreement shall be in writing and shall bedeemed to have been given when delivered personally to the recipient, one dayafter being sent to the recipient by reputable express courier service byovernight mail (charges prepaid) or by facsimile. Such notices, demands andother communications shall be sent to the Investors and to the Company at theaddress indicated below:

##  

If to the Company:

 

c/o Jefferson SmurfitGroup Limited

Headquarters

Beech Hill

Clonsekagh

Dublin 4

Attention:

Facsimile:               +353-1-283-7113

 

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with copies to:

 

WilliamFry

Solicitors

FitzwiltonHouse

WiltonPlace

Dublin 2

Attention:               OwenO’Connell

Facsimile:               +353-1-618-0618

 

and to the MDCP Co-Investors and Kirkland & EllisLLP (at the addresses set forth below)

 

If to the Kappa Investor or the Cinven Co-Investors:

 

c/o Cinven Limited

Warwick CourtPaternoster SquareLondon EC4M 7AGAttention: Marcus Wood Facsimile:  (020) 7661 3888

 

with a copy to:

 

Freshfields Bruckhaus Deringer

65 Fleet Street 

London EC4Y 1HS

UK

Attention:               EdwardBraham / David Higgins

Facsimile:               (020)7832 7001

 

If to the Kappa Investor or the CVC Co-Investors:

 

c/o CVC Capital Partners Limited

111 StrandLondonWC2R 0AGUK Attention: David MilneFacsimile:  (020) 7420 4231

 

with a copy to:

 

Freshfields Bruckhaus Deringer65 Fleet Street London EC4Y 1HS

UKAttention:               Edward Braham/ David Higgins

Facsimile:               (020)7832 7001

 

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If to the MDCP Co-Investors:

 

c/o Madison Dearborn Partners, LLC

Three First National Plaza,Suite 3800Chicago, Illinois 60602USA Attention: Samuel M. Mencoff

Facsimile: 312-895-1001

 

with a copy to:

 

Kirkland & Ellis LLP200 East Randolph DriveChicago, IL  60601

USAAttention:               Dennis M.Myers, P.C.

Facsimile:               (312)861-2200

 

If to any Management Investor:

 

c/o William Fry Solicitors

Fitzwilton House

Wilton Place

Dublin 2

Ireland

Attention:  OwenO’Connell

Facsimile:  +353-1-639-5333

 

If to an Additional Investor:

 

To the address set forth for such Additional Investor

on the Schedule of Additional Investorsattached hereto

 

or to such other address or to the attention of suchother person as the recipient party has specified by prior written notice tothe sending party.

 

## 11J.         No StrictConstruction. The parties hereto have participated jointly in thenegotiation and drafting of this Agreement. In the event an ambiguity orquestion of intent or interpretation arises, this Agreement shall be construedas if drafted jointly by the parties hereto, and no presumption or burden ofproof shall arise favoring or disfavoring any party by virtue of the authorshipof any of the provisions of this Agreement.

##  

## 11K.        SideLetters. Notwithstanding anything herein to the contrary, each of theCompany and each Investor agree that, in connection with such Investor’sinvestment in MDCP 

 

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## Acquisitions Limited (formerly MDCP Acquisitions plc),MDCP Acquisitions Limited or one or more of its Subsidiaries entered intocertain side letter agreements with certain of the Investors (true, correct andcomplete copies of which have been delivered to the Kappa Investor’s counsel byelectronic transmission) and to the extent that any obligations under any suchside letter have not been fully performed by MDCP Acquisitions Limited or anyof its Subsidiaries prior to the date hereof, the obligations of MDCPAcquisitions Limited under such side letter shall from and after the datehereof be obligations of the Company as though the Company were originallyparty thereto. Furthermore, any agreement of any Investor evidenced in any suchside letter (including to the extent such had the effect of amending rights orobligations of any such Investor or the transferor of any Equity Securitiesand/or Equity Equivalents held by such Investor) shall remain in full force andeffect and binding upon each such Investor. Notwithstanding the foregoing, noamendment, modification or waiver of any such side letter agreement after thedate hereof shall be effective without Required Board Vote.

##  

## 11L.         Signatureby General Partner.

##  

### (i)            SmurfitKappa Feeder G.P. Limited hereby confirms that it has entered into thisAgreement and the Registration Agreement for and on behalf of the Kappa LimitedPartnership. Each of the Cinven Co-Investors, the CVC Co-Investors and theStichting hereby confirm that Smurfit Kappa Feeder G.P. Limited shall continueto be so authorized to act for and on behalf of the Kappa Limited Partnershipfor the purposes described in this Agreement and the Registration Agreement andthat each of the other parties hereto shall be entitled to rely upon any act,omission, notice, consent or waiver done, omitted or given by Smurfit KappaFeeder G.P. Limited hereunder or under the Registration Agreement and shall beentitled to assume that Smurfit Kappa Feeder G.P. Limited remains in thatposition and is authorized and appointed as aforesaid until (A) the otherparties hereto are notified of the identity of a new general partner by theservice upon them of a copy, certified as a true copy by counsel to the KappaLimited Partnership, of a deed or agreement amending the Kappa Partnership Agreementby the appointment thereto of a new general partner and (B) such new generalpartner has executed and delivered to the Company on behalf of the otherparties hereto a counterpart to this Agreement and the Registration Agreementagreeing to be bound hereby and thereby in the same capacity as Smurfit KappaFeeder G.P. Limited.

###  

### (ii)           The KappaInvestor hereby acknowledges and agrees that the Kappa Investor owns and holdslegal title to its Equity Securities and/or Equity Equivalents of the Companyin its capacity as general partner of, and on behalf of, the Kappa LimitedPartnership.

###  

### (iii)          The parties to the Agreement acknowledge forall purposes and at all relevant times including, without limitation, for thepurposes of the Limited Partnership (Jersey) Law 1994, as amended (the “Law”)that the Cinven Co-Invstors, the CVC Co-Investors and the Stichting are eachlimited partners in the Kappa Limited Partnership and none of them is a “generalpartner” of the Kappa Limited Partnership (as the term “limited partner” and “generalpartner” are defined in the Law). The parties to this Agreement alsoacknowledge that the Cinven Co-Invstors, the CVC Co-Investors and the Stichtingin their personal capacities or in their capacities as limited partners of theKappa Limited Partnership, do not have power to, and do not hereby, bind theKappa Limited Partnership. As a material inducement to obtain theacknowledgments in this paragraph 11L(iii), the Cinven Co-Investors, the CVCCo-Investors and 

 

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### the Stichting agree not toaccept appointment as, or become, the general partner of the Kappa LimitedPartnership.

###  

## 11M.       Termination.Other than paragraph 6I (which shall terminate upon the earlier of the datethat the Minimum Investment Condition is no longer satisfied and a Sale of theCompany), this Agreement, and the rights and obligations of the partieshereunder, shall automatically terminate upon the earlier of (i) the effectivedate of the Company’s initial Listing and (ii) the date of consummation of aSale of the Company; provided that in no event shall termination of thisAgreement affect the rights or obligations of any party for breach of thisAgreement arising prior to such termination. Notwithstanding the foregoing andnotwithstanding anything else to the contrary set forth in this Agreement, (x)the rights of the Kappa Investor to elect or remove, or designate the electionor removal of, any Cinven Director pursuant to Section 6 of this Agreementshall, in addition to any termination pursuant to the immediately foregoingsentence, terminate on the date that the Cinven Interest is less than 10%, (y)the rights of the Kappa Investor to elect or remove, or designate the electionor removal of, any CVC Director pursuant to Section 6 of this Agreement shall,in addition to any termination pursuant to the immediately foregoing sentence,terminate on the date that the CVC Interest is less than 10%, and (z) therights of MDCP IV Global Investments LP and MDCP III Global Investments toelect or remove, or designate the election or removal of, the MDCP IV GlobalDirectors and the MDCP III Global Director pursuant to Section 6 of thisAgreement shall, in addition to any termination pursuant to the immediatelyforegoing sentence, terminate on the date that the MDCP Co-Investors (includingany Affiliate thereof, but otherwise expressly excluding any transferee,successor or assign not included in the definition thereof) cease to own atleast 10% of the issued and outstanding Common Equity Securities of theCompany.

##  

## 11N.        Limitationson Liability. Except for injunctive or other equitable relief (includingspecific performance), each of the parties hereto agrees that the exclusiveremedy and recourse against any Investor for breach of any representation,warranty, covenant or agreement made by such Investor in this Agreement or theRegistration Agreement shall be against Equity Securities and/or EquityEquivalents of the Company held by such Investor or any transferee, successor orassign of such Investor; provided that, in the case of breach by theKappa Investor of this Agreement and/or the Registration Agreement, each partyhereto shall also have remedy or recourse against the PIK issued to the KappaInvestor for such breach; provided that, in the case of breach by anyother Investor of this Agreement and/or the Registration Agreement, each partyshall also have remedy or recourse against the Preference (if any) issued tosuch Investor for such breach.

##  

## 11O.        Rights ofManagement Group. The Management Investors have entered into this Agreementon their own behalf and, for the purposes of Section 7 of this Agreement, onbehalf of the participants in the MIP (the “Management Group”) but theManagement Investors shall be entitled in their absolute discretion to exercise(or omit to do so) all powers, authorities and rights granted in Section 7 ofthis Agreement without recourse to or consultation with the Management Group. Nomember of the Management Group shall have any claim or right against theManagement Investors on account of the manner in which he has exercised orfailed to exercise any of the said powers, rights and authorities and each member of the Management Groupwaives any and all rights which he may hereafter have or acquire as a result ofthe exercise or manner of exercise or failure to exercise any of the saidpowers, rights and authorities 

 

41

----

 

## whether or not in so doingthe Management Investors have acted recklessly or negligently. In no eventshall any member of the Management Group (other than the Management Investors)have any right themselves to bring an action or suit against the Company, anyMDCP Co-Investor, the Kappa Investor or any other Person for breach of this Agreement.

 

42

----

 

IN WITNESS WHEREOF, the parties hereto have executedthis Agreement on the date first written above.

 

 
|   | JSG PACKAGING LIMITED |
|--------|-----------------------|
|   |                  |
|   | By:                   |   /s/ Michael  O’Riordan |   |
|   | Its:                  | Secretary |   |

 

43

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| MDCP IV GLOBAL INVESTMENTS LP |                         |
|-------------------------------|------------------------------|
|                          |                         |
| By:                           | MDP IV Global GP, LP         |   |
| Its:                          | General Partner              |   |
|                          |                         |
| By:                           | MDP Global Investors Limited |   |
| Its:                          | General Partner              |   |
|                          |                         |
|                          |                         |
| /s/ Samuel M. Mencoff         |                         |   |
| By:                           | Samuel M. Mencoff            |   |   |
| Its:                          | Managing Director            |   |   |
|                               |                              |  |  |  |

 

 
| MDCP III GLOBAL INVESTMENTS LP |                         |
|--------------------------------|------------------------------|
|                           |                         |
| By:                            | MDP III Global GP, LP        |   |
| Its:                           | General Partner              |   |
|                           |                         |
| By:                            | MDP Global Investors Limited |   |
| Its:                           | General Partner              |   |
|                           |                         |
|                           |                         |
| /s/ Samuel M. Mencoff          |                         |   |
| By:                            | Samuel M. Mencoff            |   |   |
| Its:                           | Managing Director            |   |   |
|                                |                              |  |  |  |

 
| MDSE III GLOBAL INVESTMENTS LP |                         |
|--------------------------------|------------------------------|
|                           |                         |
| By:                            | MDP III Global GP, LP        |   |
| Its:                           | General Partner              |   |
|                           |                         |
| By:                            | MDP Global Investors Limited |   |
| Its:                           | General Partner              |   |
|                           |                         |
|                           |                         |
| /s/ Samuel M. Mencoff          |                         |   |
| By:                            | Samuel M. Mencoff            |   |   |
| Its:                           | Managing Director            |   |   |
|                                |                              |  |  |  |

 

44

----

 

 
| Acknowledged and agreed as of the date first above  written: |
|--------------------------------------------------------------|
|                                                         |
|                                                         |
| /s/ Dr. Michael W.J. Smurfit                                 |   |
| Dr. Michael W.J. Smurfit                                     |   |
|                                                         |
|                                                         |
| /s/ Gary McGann                                              |   |
| Gary McGann                                                  |   |
|                                                         |
|                                                         |
| /s/ Anthony P.J. Smurfit                                     |   |
| Anthony P.J. Smurfit                                         |   |
|                                                         |
|                                                         |
| /s/ Ian J. Curley                                            |   |
| Ian J. Curley                                                |   |
|                                                              |  |  |

 

45

----

 

Acknowledged and agreed as of the date first abovewritten:

 

 

Smurfit Kappa Feeder G.P. Limited acting in itscapacity as general partner of, and on behalf of, the Kappa Limited Partnership

 

 
| By:    | /s/ [Illegible] |   |
|--------|-----------------|--------|
|   |            |
| Its:   | Director        |   |

 

 
| SIGNED by                                         | )      |            |
|---------------------------------------------------|--------|-----------------|
| for and on behalf of                              | )      | /s/ Marcus Wood |
| CINVEN NOMINEES LIMITED                           | )      |            |
|                                              |   |            |
|                                              |   |            |
| SIGNED by                                         | )      |            |
| for and on behalf of                              | )      |            |
| CINVEN CAPITAL MANAGEMENT (FF) LIMITED            | )      |            |
| as General Partner of                             | )      |            |
| CINVEN CAPITAL MANAGEMENT (FF)                    | )      | /s/ Marcus Wood |
| LIMITED PARTNERSHIP                               | )      |            |
| as General Partner of the following partnerships: | )      |            |
| CINVEN FUND NO. 1 LIMITED PARTNERSHIP             | )      |            |
| CINVEN FUND US NO. 1 LIMITED PARTNERSHIP          | )      |            |

 

46

----

 
| SIGNED by                                         | )      |            |
|---------------------------------------------------|--------|-----------------|
| for and on behalf of                              | )      |            |
| CINVEN CAPITAL MANAGEMENT (SF NO. 1)              | )      |            |
| LIMITED                                           | )      |            |
| as General Partner of                             | )      |            |
| CINVEN CAPITAL MANAGEMENT (SF NO. 1)              | )      | /s/ Marcus Wood |
| LIMITED PARTNERSHIP                               | )      |            |
| as General Partner of the following partnerships: | )      |            |
| SECOND CINVEN FUND DUTCH NO. 1 LIMITED            | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND DUTCH NO. 2 LIMITED            | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND DUTCH NO. 3 LIMITED            | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND DUTCH NO. 4 LIMITED            | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND NO. 1 LIMITED                  | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND NO. 2 LIMITED                  | )      |            |
| PARTNERSHIP                                       | )      |            |
|                                              |   |            |
| SIGNED by                                         | )      |            |
| for and on behalf of                              | )      |            |
| CINVEN CAPITAL MANAGEMENT (SF NO. 2)              | )      |            |
| LIMITED                                           | )      |            |
| as General Partner of                             | )      |            |
| CINVEN CAPITAL MANAGEMENT (SF NO. 2)              | )      |            |
| LIMITED PARTNERSHIP                               | )      |            |
| as General Partner of the following partnerships: | )      |            |
| SECOND CINVEN FUND US NO. 1 LIMITED               | )      | /s/ Marcus Wood |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND US NO. 2 LIMITED               | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND US NO. 3 LIMITED               | )      |            |
| PARTNERSHIP                                       | )      |            |
| SECOND CINVEN FUND US NO. 1                       | )      |            |
| CO-INVESTMENT LIMITED PARTNERSHIP                 | )      |            |
|                                              |   |            |
|                                              |   |            |
| SIGNED by                                         | )      |            |
| Marcus Wood as duly authorised attorney           | )      |            |
| for and on behalf of                              | )      | /s/ Marcus Wood |
| RAILWAY PENSION VENTURE CAPITAL                   | )      |            |
| LIMITED                                           | )      |            |

 

47

----

 
| SIGNED by                               | )      |            |
|-----------------------------------------|--------|-----------------|
| Marcus Wood as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CINVEN CAPITAL MANAGEMENT (BN) LIMITED  | )      |            |
| as General Partner of                   | )      | /s/ Marcus Wood |
| CINVEN CAPITAL MANAGEMENT (BN) LIMITED  | )      |            |
| PARTNERSHIP                             | )      |            |
| as General Partner of                   | )      |            |
| BARCLAYS UK RETIREMENT FUND VENTURE     | )      |            |
| LIMITED PARTNERSHIP                     | )      |            |
|                                    |   |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| Marcus Wood as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CINVEN CAPITAL MANAGEMENT (CN) LIMITED  | )      |            |
| as General Partner of                   | )      | /s/ Marcus Wood |
| CINVEN CAPITAL MANAGEMENT (CN) LIMITED  | )      |            |
| PARTNERSHIP                             | )      |            |
| as General Partner of                   | )      |            |
| COAL PENSION VENTURE LIMITED            | )      |            |
| PARTNERSHIP                             | )      |            |
|                                    |   |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| Marcus Wood as duly authorised attorney | )      |            |
| for and on behalf of                    | )      | /s/ Marcus Wood |
| COMMERCIAL UNION LIFE ASSURANCE         | )      |            |
| COMPANY LIMITED                         | )      |            |
|                                    |   |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| Marcus Wood as duly authorised attorney | )      | /s/ Marcus Wood |
| for and on behalf of                    | )      |            |
| CGNU LIFE ASSURANCE LIMITED             | )      |            |

 

48

----

 
| SIGNED by                                  | )      |            |
|--------------------------------------------|--------|-----------------|
| Marcus Wood as duly authorised attorney    | )      |            |
| for and on behalf of                       | )      | /s/ Marcus Wood |
| NORWICH UNION LIFE & PENSIONS          | )      |            |
| LIMITED                                    | )      |            |
|                                       |   |            |
| SIGNED by                                  | )      |            |
| Marcus Wood as duly authorised attorney    | )      |            |
| for and on behalf of                       | )      |            |
| HARBOURVEST INTERNATIONAL PRIVATE          | )      |            |
| EQUITY PARTNERS IV-DIRECT FUND L.P.        | )      | /s/ Marcus Wood |
| by                                         | )      |            |
| HIPEP IV-DIRECT ASSOCIATES LLC             | )      |            |
| as its General Partner                     | )      |            |
| by                                         | )      |            |
| HARBOURVEST PARTNERS LLC                   | )      |            |
| as its Managing Member                     | )      |            |
|                                       |   |            |
| Signed by STANDARD LIFE                    |   |            |
| INVESTMENTS (PRIVATE                       | )      |            |
| EQUITY) LIMITED as the duly                | )      |            |
| authorised manager of EUROPEAN             | )      | /s/ Marcus Wood |
| STRATEGIC PARTNERS                         | )      |            |
| acting by a duly appointed attorney in the | )      |            |
| presence of this witness                   | )      |            |

 

 
| /s/ Damien Hill          | Witness Signature |
|--------------------------|-------------------|
|                     |              |
| Damien Hill              | Full Name         |
|                     |              |
| 65 Fleet Street EC4Y 1H5 | Address           |

 

49

----

 
| SIGNED by STANDARD                         | ) |            |
|--------------------------------------------|---|-----------------|
| LIFE INVESTMENTS (PRIVATE                  | ) |            |
| EQUITY) LIMITED as the duly                | ) |            |
| authorised manager of EUROPEAN             | ) | /s/ Marcus Wood |
| STRATEGIC PARTNERS - 1 LP                  | ) |            |
| acting by a duly appointed attorney in the | ) |            |
| presence of this witness                   | ) |            |

 

 
| /s/ Damien Hill          | Witness Signature |
|--------------------------|-------------------|
|                     |              |
| Damien Hill              | Full Name         |
|                     |              |
| 65 Fleet Street EC4Y 1H5 | Address           |

 

 
| SIGNED by STANDARD                         | ) |            |
|--------------------------------------------|---|-----------------|
| LIFE INVESTMENTS (PRIVATE                  | ) |            |
| EQUITY) LIMITED as the duly                | ) |            |
| authorised manager of EUROPEAN             | ) | /s/ Marcus Wood |
| STRATEGIC PARTNERS SCOTTISH B              | ) |            |
| acting by a duly appointed attorney in the | ) |            |
| presence of this witness                   | ) |            |

 

 
| /s/ Damien Hill          | Witness Signature |
|--------------------------|-------------------|
|                     |              |
| Damien Hill              | Full Name         |
|                     |              |
| 65 Fleet Street EC4Y 1H5 | Address           |

 

50

----

 
| SIGNED by STANDARD                         | ) |            |
|--------------------------------------------|---|-----------------|
| LIFE INVESTMENTS (PRIVATE                  | ) |            |
| EQUITY) LIMITED as the duly                | ) |            |
| authorised manager of EUROPEAN             | ) | /s/ Marcus Wood |
| STRATEGIC PARTNERS SCOTTISH C              | ) |            |
| acting by a duly appointed attorney in the | ) |            |
| presence of this witness                   | ) |            |

 

 
| /s/ Damien Hill          | Witness Signature |
|--------------------------|-------------------|
|                     |              |
| Damien Hill              | Full Name         |
|                     |              |
| 65 Fleet Street EC4Y 1H5 | Address           |

 
| SIGNED by STANDARD                                | ) |            |
|---------------------------------------------------|---|-----------------|
| LIFE INVESTMENTS (PRIVATE                         | ) |            |
| EQUITY) LIMITED as the duly authorised manager of | ) |            |
| ESP Co INVESTMENT LIMITED                         | ) | /s/ Marcus Wood |
| PARTNERSHIP                                       | ) |            |
| acting by a duly appointed attorney in the        | ) |            |
| presence of this witness                          | ) |            |

 
| /s/ Damien Hill          | Witness Signature |
|--------------------------|-------------------|
|                     |              |
| Damien Hill              | Full Name         |
|                     |              |
| 65 Fleet Street EC4Y 1H5 | Address           |

 

 
| SIGNED by                               | ) |            |
|-----------------------------------------|---|-----------------|
| David Milne as duly authorised attorney | ) |            |
| for and on behalf of                    | ) | /s/ David Milne |
| CVC EUROPEAN EQUITY II LIMITED          | ) |            |
| as General Partner of                   | ) |            |
| CVC EUROPEAN EQUITY PARTNERS II L.P.    | ) |            |

 

51

----

 
| SIGNED by                               | )      |            |
|-----------------------------------------|--------|-----------------|
| David Milne as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CVC EUROPEAN EQUITY II LIMITED          | )      | /s/ David Milne |
| as General Partner of                   | )      |            |
| CVC EUROPEAN EQUITY PARTNERS II         | )      |            |
| (JERSEY) L.P.                           | )      |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| David Milne as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CVC EUROPEAN EQUITY III LIMITED         | )      |            |
| as General Partner of                   | )      | /s/ David Milne |
| CVC EUROPEAN EQUITY III GENERAL         | )      |            |
| PARTNERS L.P.                           | )      |            |
| as General Partner of                   | )      |            |
| CVC EUROPEAN EQUITY PARTNERS III L.P.   | )      |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| David Milne as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CVC EUROPEAN EQUITY III LIMITED         | )      |            |
| as General Partner of                   | )      | /s/ David Milne |
| CVC EUROPEAN EQUITY III GENERAL         | )      |            |
| PARTNER L.P.                            | )      |            |
| as General Partner of                   | )      |            |
| CVC EUROPEAN EQUITY PARTNERS III        | )      |            |
| PARALLEL FUND A L.P.                    | )      |            |
|                                    |   |            |
| SIGNED by                               | )      |            |
| David Milne as duly authorised attorney | )      |            |
| for and on behalf of                    | )      |            |
| CVC EUROPEAN EQUITY III LIMITED         | )      |            |
| as General Partner of                   | )      | /s/ David Milne |
| CVC EUROPEAN EQUITY III GENERAL         | )      |            |
| PARTNER L.P.                            | )      |            |
| as General Partner of                   | )      |            |
| CVC EUROPEAN EQUITY PARTNERS III        | )      |            |
| PARALLEL FUND B L.P.                    | )      |            |

 

52

----

 
| SIGNED by                               | )      |                               |
|-----------------------------------------|--------|------------------------------------|
| David Milne as duly authorised attorney | )      |                               |
| for and on behalf of                    | )      | /s/ David Milne                    |
| CVC EUROPE ENTERPRISE GP LIMITED        | )      |                               |
| as General Partner of                   | )      |                               |
| CVC EUROPE ENTERPRISE (DOMESTIC) L.P.   | )      |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| David Milne as duly authoised attorney  | )      |                               |
| for and on behalf of                    | )      | /s/ David Milne                    |
| CVC EUROPE ENTERPRISE GP LIMITED        | )      |                               |
| as General Partner of                   | )      |                               |
| CVC EUROPE ENTERPRISE (CAYMAN) L.P.     | )      |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| David Milne for and on behalf of        | )      | /s/ David Milne                    |
| STICHTING CERTIFICAATHOUDERS KAPPA      |   |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| David Milne as duly authorised attorney | )      |                               |
| for and on behalf of                    | )      | /s/ David Milne                    |
| CITICORP CAPITAL INVESTORS EUROPE       | )      |                               |
| LIMITED                                 | )      |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| David Milne as duly authorised attorney | )      | /s/ David Milne                    |
| for and on behalf of                    | )      |                               |
| CAPITAL VENTURES NOMINEES LIMITED       | )      |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| David Milne as duly authorised attorney | )      |                               |
| for and on behalf of                    | )      | /s/ David Milne                    |
| CELFOF GP CORP                          | )      |                               |
| as General Partner of                   | )      |                               |
| CITI-EUROPE CO-INVEST L.P.              | )      |                               |
|                                    |   |                               |
| SIGNED by                               | )      |                               |
| for and on behalf of                    | )      | /s/ Frits Beurskens and Han Wagter |
| STICHTING SENIOR MANAGEMENT KAPPA       | )      |                               |

 

53

----

 

Acknowledged and agreed as of the date first abovewritten:

 

MIDOCEAN EUROPE GP (JERSEY) LIMITED

 
| By:    | /s/ Diarmuid Cummins |             |
|--------|----------------------|------------------|
|   | Name:                | Diarmuid Cummins |
|   | Title:               | Director         |
|        |                      |                  |  |

 

54

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| ARTHUR STREET PORTFOLIO, L.P. |
|-------------------------------|
|                          |
| By:                           | MLIM DivPEP I, LLC, |
| Its:                          | General Partner |
|                          |   |
| By:                           | MLIM Private Equity, L.P., |
| Its:                          | Managing Member |
|                          |   |
| By:                           | Portfolio Administration & Management Ltd., |
| Its:                          | General Partner |
|                          |   |
| By:                           | /s Steven Baumgarten |   |
|                          | Name: | Steven Baumgarten |
|                          | Title: | Vice President |
|                               |  |  |  |

 

 
| ARTHUR STREET FUND, L.P. |
|--------------------------|
|                     |
| By:                      | MLIM DivPEP I, LLC, |
| Its:                     | General Partner |
|                     |   |
| By:                      | MLIM Private Equity, L.P., |
| Its:                     | Managing Member |
|                     |   |
| By:                      | Portfolio Administration & Management Ltd., |
| By:                      | General Partner |
|                     |   |
| By:                      | /s Steven Baumgarten |   |
|                     | Name: | Steven Baumgarten |
|                     | Title: | Vice President |
|                          |  |  |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| VESEY STREET PORTFOLIO, L.P. |
|------------------------------|
|                         |
| By:                          | MLIM DivPEP I, LLC, |
| Its:                         | General Partner |
|                         |   |
| By:                          | MLIM Private Equity, L.P., |
| Its:                         | Managing Member |
|                         |   |
| By:                          | Portfolio Administration & Management Ltd., |
| Its:                         | General Partner |
|                         |   |
| By:                          | /s Steven Baumgarten |   |
|                         | Name: | Steven Baumgarten |
|                         | Title: | Vice President |
|                              |  |  |  |

 

 
| VESEY STREET FUND, L.P. |
|-------------------------|
|                    |
| By:                     | MLIM DivPEP I, LLC |
| Its:                    | General Partner |
|                    |   |
| By:                     | MLIM Private Equity, L.P., |
| Its:                    | Managing Member |
|                    |   |
| By:                     | Portfolio Administration & Management Ltd., |
| Its:                    | General Partner |
|                    |   |
| By:                     | /s Steven Baumgarten |   |
|                    | Name: | Steven Baumgarten |
|                    | Title: | Vice President |
|                         |  |  |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| PASSAGE PORTFOLIO, L.P. |
|-------------------------|
|                    |
| By:                     | MLIM DivPEP I, LLC, |
|                    | its general partner |
|                    |   |
| By:                     | MLIM Private Equity, L.P., |
|                    | its managing member |
|                    |   |
| By:                     | Portfolio Administration & Management Ltd., |
|                    | its general partner |
|                    |   |
| By:                     | /s Steven Baumgarten |   |
|                    | Name: | Steven Baumgarten |
|                    | Title: | Vice President |
|                         |  |  |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| J.P. MORGAN PARTNERS (BHCA), L.P. |
|-----------------------------------|
|                              |
| By:                               | JPMP MASTER FUND MANAGER, L.P. |
|                              | Its general partner |
|                              |   |
| By:                               | JPMP CAPITAL CORP. |
|                              | Its general partner |
|                              |   |
| By:                               | /s/ Richard D. Waters, Jr. |   |
|                              | Richard D. Waters, Jr. |
|                              | Managing Director |

 

 
| J.P. MORGAN PARTNERS GLOBAL INVESTORS, L.P. |
|---------------------------------------------|
|                                        |
| By:                                         | JPMP GLOBAL INVESTORS, L.P. |
|                                        | Its general partner |
|                                        |   |
| By:                                         | JPMP CAPITAL CORP. |
|                                        | Its general partner |
|                                        |   |
| By:                                         | /s/ Richard D. Waters, Jr. |   |
|                                        | Richard D. Waters, Jr. |
|                                        | Managing Director |

 

 
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN), L.P. |
|------------------------------------------------------|
|                                                 |
| By:                                                  | JPMP GLOBAL INVESTORS, L.P. |
|                                                 | Its general partner |
|                                                 |   |
| By:                                                  | JPMP CAPITAL CORP. |
|                                                 | Its general partner |
|                                                 |   |
| By:                                                  | /s/ Richard D. Waters, Jr. |   |
|                                                 | Richard D. Waters, Jr. |
|                                                 | Managing Director |

 

----

 

Acknowledged and agreedas of the date first above written:

 
| J.P. MORGAN PARTNERS GLOBAL INVESTORS A, L.P. |
|-----------------------------------------------|
|                                          |
| By:                                           | JPMP GLOBAL INVESTORS, L.P. |
|                                          | Its general partner |
|                                          |   |
| By:                                           | JPMP CAPITAL CORP. |
|                                          | Its general partner |
|                                          |   |
| By:                                           | /s/ Richard D. Waters, Jr. |   |
|                                          | Richard D. Waters, Jr. |
|                                          | Managing Director |

 

 
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (CAYMAN) II,  L.P. |
|----------------------------------------------------------|
|                                                     |
| By:                                                      | JPMP GLOBAL INVESTORS, L.P. |
|                                                     | Its general partner |
|                                                     |   |
| By:                                                      | JPMP CAPITAL CORP. |
|                                                     | Its general partner |
|                                                     |   |
| By:                                                      | /s/ Richard D. Waters, Jr. |   |
|                                                     | Richard D. Waters, Jr. |
|                                                     | Managing Director |

 

 
| J.P. MORGAN PARTNERS GLOBAL INVESTORS (SELLDOWN),  L.P. |
|---------------------------------------------------------|
|                                                    |
| By:                                                     | JPMP GLOBAL INVESTORS, L.P. |
|                                                    | Its general partner |
|                                                    |   |
| By:                                                     | JPMP CAPITAL CORP. |
|                                                    | Its general partner |
|                                                    |   |
| By:                                                     | /s/ Richard D. Waters, Jr. |   |
|                                                    | Richard D. Waters, Jr. |
|                                                    | Managing Director |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| TEACHERS INSURANCE AND ANNUITY |
|--------------------------------|
| ASSOCIATION OF AMERICA         |
|                           |
| By:                            | /s/ Holly Holtz |   |
|                           | Name: | Holly Holtz |
|                           | Title: | Director |
|                                |  |  |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 
| TECHLINE INVESTMENT PTE LTD. |
|------------------------------|
|                         |
| By:                          | /s/ Alvin A. Fong |   |
|                         | Name: | Alvin A. Fong |
|                         | Title: | Authorized Signatory |
|                              |  |  |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 

TCW/CRESCENT MEZZANINEPARTNERS III, L.P.

TCW/CRESCENT MEZZANINE TRUSTIII

TCW/CRESCENT PARTNERS IIINETHERLANDS, L.P.

 

By:   TCW/Crescent Mezzanine Management III,L.L.C.

Its:  Investment Manager

 

By:  TCW Asset Management Company

Its:  Sub-Advisor

 

 
| By:    | /s/  Timothy P. Costello |                |
|--------|--------------------------|---------------------|
|   | Name:                    | Timothy P. Costello |
|   | Title:                   | Managing Director   |
|        |                          |                     |  |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 

 
| /s/  Stanely S. Shuman       |                  |
|------------------------------|-----------------------|
| Stanley S. Shuman            |                  |
|                         |                  |
|                         |                  |
| Macxe, LLC                   |                  |
|                         |
| By:                          | /s/ Stanley S. Shuman |   |
|                         |                  |   |
| Its:                         | Member                |   |
|                         |
|                         |
| /s/  Eran Ashany             |                  |
| Eran Ashany                  |                  |
|                         |                  |
|                         |                  |
| /s/  Walter O’Hara, Jr. |                  |
| Walter O’Hara, Jr.      |                  |
|                         |                  |
|                         |                  |
| /s/  Robert Dean             |                  |
| Robert Dean                  |                  |

 

----

 

Acknowledged and agreedas of the date first above written:

 

 
| BVCF IV, L.P.                                        |
|------------------------------------------------------|
|                                                 |
| By: Adams Street  Partners, LLC, its General Partner |
|                                                 |
|                                                 |
| By:                                                  |   /s/ David  S. Timson |   |
|                                                 |   David  S. Timson |
|                                                 |   Partner |

 

----

 

Acknowledged and agreed as of the date first abovewritten:

 

 
| NORTHWESTERN UNIVERSITY |
|-------------------------|
|                    |
| /s/ William H. McLean   |   |
|                    |
| By:                     | William H. McLean |   |
|                    |   |   |
| Its:                    | Vice President and Chief Investment Officer |   |

 

----

 

Acknowledged and agreed as of the date first writtenabove:

 

 
| SCHWERIN COMPANY, L.L.C. |
|--------------------------|
|                     |
|                     |
| By:                      |   /s/ Michael  Schwerin |   |
|                     |   |   |
| Its:                     | Managing Member |   |

 

----

 

Acknowledged and agreed as of the date first writtenabove:

 

 
| /s/ Paul Magnell |   |
|------------------|--------|
| Paul Magnell     |

 

----

 

Acknowledged and agreed as of the date first writtenabove:

 

 
| SPECIAL CO-INVEST I   |              |
|-----------------------|-------------------|
|                  |              |
| /s/ Samuel M. Mencoff |              |
|                  |
| By:                   | Samuel M. Mencoff |   |
|                  |              |   |
| Its:                  | Managing Director |   |

 

 
| RANDOLPH STREET PARTNERS V        |
|-----------------------------------|
|                              |
|                              |
| By:                               |   /s/ Jack S.  Levin |   |
| Jack S. Levin, A Managing Partner |

 

----

 

**SCHEDULEOF ADDITIONAL INVESTORS**

**AS OFDECEMBER 1, 2005**

 

Mid-Ocean EuropeGP (Jersey) Limited

Mid-Ocean Partners

3rdFloor

1 Chester Street

London SW1X 7HP

Attention:Diarmuid Cummins

 

J.P. MorganPartners Global Investors, L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

J.P. MorganPartners Investors (Cayman), L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

J.P. MorganPartners Global Investors A, L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

J.P. MorganPartners Global Investors

(Cayman) II, L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

J.P. MorganPartners (BHCA), L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

J.P. MorganPartners Global Investors (Selldown), L.P.

J.P. MorganPartners

1221 Avenue of theAmericas, 39th Floor

New York, NY 10020

Attention: RobertRuggiero

 

----

 

Arthur StreetPortfolio, L.P.

Merrill LynchPrivate Equity Partners

800 Scudders MillRoad

Plainsboro, NJ08536

Attention: MikeCerminaro

 

Arthur StreetFund, L.P.

Merrill LynchPrivate Equity Partners

800 Scudders MillRoad

Plainsboro, NJ08536

Attention: MikeCerminaro

 

Vesey StreetPortfolio, L.P.

Merrill LynchPrivate Equity Partners

800 Scudders MillRoad

Plainsboro, NJ08536

Attention: MikeCerminaro

 

Vesey Street Fund,L.P.

Merrill LynchPrivate Equity Partners

800 Scudders MillRoad

Plainsboro, NJ08536

Attention: MikeCerminaro

 

Passage Portfolio,L.P.

Merrill LynchPrivate Equity Partners

800 Scudders MillRoad

Plainsboro, NJ08536

Attention: MikeCerminaro

 

NorthwesternUniversity

Investment Office

633 Clark Street,Crown 1-209

Evanston, IL 60208

Attention: Du H.Chai

 

TechlineInvestment Ltd.

GIC SpecialInvestments Pte Ltd

156 West 56thStreet

Suite 190

New York, NY 10019

Attention: DavidL. Chiang

 

----

 

Teachers Insuranceand Annuity Association of America

TIAA-CREF

730 Third Avenue

New York, NY 10017

Attention: HollyD. Holtz

 

BVCF IV, L.P.

Adams StreetPartners

One North Wacker

Suite 2200

Chicago, IL60606-2807

Attention: DavidS. Timson

 

TCW/CrescentMezzanine Trust

TCW/Crescent Mezzanine, LLC

200 Crescent Court

Suite 1600

Dallas, TX 75201

Attention: TimCostello

 

TCW/CrescentMezzanine Partners III, L.P.

TCW/Crescent Mezzanine, LLC

200 Crescent Court

Suite 1600

Dallas, TX 75201

Attention: TimCostello

 

TCW CrescentMezzanine Partners III Netherlands, L.P

TCW/Crescent Mezzanine, LLC

200 Crescent Court

Suite 1600

Dallas, TX 75201

Attention: TimCostello

 

Randolph StreetPartners V

c/o Kirkland &Ellis LLP

200 East RandolphDrive

Chicago, IL 60601

Attention: DennisM. Myers, P.C.

 

Stanley Shuman

Allen &Company

711 5th Avenue

New York, NY  10022

 

----

 

Macxe LLC

Allen &Company

711 5th Avenue

New York, NY  10022

 

Eran Ashany

Allen &Company

711 5th Avenue

New York, NY  10022

 

Walter O’Hara, Jr.

Allen &Company

711 5th Avenue

New York, NY  10022

 

Robert Dean

Allen &Company

711 5th Avenue

New York, NY  10022

 

Schwerin Company,L.L.C.

Michael Schwerin

President

One Bayview Avenue

Oyster Bay, NewYork  11771

 

Paul Magnell

Plymouth Packaging

4075 West ColumbiaAve.

Battle Creek, MI49015

 

Special Co-InvestI

Madison DearbornPartners, LLC

Three FirstNational Plaza

Suite 3800

Chicago, Illinois60602

Attention: DavidMosher

 

----