**Exhibit 4.10**

 

**REGISTRATION RIGHTS AGREEMENT**

 

THIS REGISTRATION RIGHTS AGREEMENT****(this“Agreement”) is made as of December 1, 2005, among JSG PackagingLimited, a private limited company registered under the laws of the Republic ofIreland (the “Company”), each of the MDCP Co-Investors, Smurfit KappaFeeder G.P. Limited, acting in its capacity as general partner of, and onbehalf of, the Kappa Limited Partnership (the “Kappa Investor”), andeach of the Persons listed on the Schedule of Minority Investors attachedhereto (each a “Minority Investor” and collectively, the “MinorityInvestors”). The MDCP Co-Investors, the Kappa Investor, and the MinorityInvestors are collectively referred to herein as the “Investors” andindividually as an “Investor”. Capitalized terms used but not otherwisedefined herein have the meanings set forth in Section 7 hereof.

 

WHEREAS, the Company, the MDCP Co-Investors and the Minority Investorsare parties to that certain Registration Rights Agreement, dated as of February 6,2004 (the “Existing Agreement”) and hold certain Ordinary Shares — Class A,nominal value €0.001 per share (the “Class A Ordinary Shares”); and

 

WHEREAS, on or about the date hereof, in connection with thetransactions contemplated by that certain Share Purchase Agreement, dated as ofNovember 23, 2005, by and among the Company, JSG Acquisitions, and theKappa Investor (as amended, modified, supplemented or waived from time to time,the “Purchase Agreement”), the Kappa Investor is receiving, *inter alia*, Ordinary Shares — Class Bof the Company, nominal value €0.001 per share (the “Class B OrdinaryShares”);

 

WHEREAS, the parties desire that the Investors be granted theregistration rights set forth herein.

 

NOW, THEREFORE, in consideration of the mutual promises made herein andother good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto, intending to be legally bound, agreeas follows:

 

1.                                       DemandRegistrations.

 

(a)                                  Requestsfor Registration.

 

(i)                                     Atany time after the Company’s Initial Public Offering, the holders of a majorityof the MDCP Co-Investor Registrable Securities may request threeregistrations under the Securities Act of all or any portion of theirRegistrable Securities on Form S-1 or any similar long-form registration(a “Long-Form Registration”) and, if available, an unlimited numberof registrations under the Securities Act of all or any portion of theirRegistrable Securities on Form S-2 or Form S-3 or any similar short-form registration(“Short-Form Registrations”). Notwithstanding the foregoing, but(for the avoidance of doubt) without otherwise increasing the number of Long-Form Registrationsthat may be requested pursuant to this Section 1(a)(i), from 

 

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and after thedate that holders of MDCP Co-Investor Registrable Securities cease to own inthe aggregate at least 10% of the issued and outstanding Common EquitySecurities of the Company, the holders of MDCP Co-Investor RegistrableSecurities shall be entitled to request only one Long-Form Registrationnot previously requested pursuant to this Section 1(a)(i).

 

(ii)  At any time after the Company’s Initial Public Offering, theKappa Investor may request three Long-Form Registration and, ifavailable, an unlimited number of Short-Form Registrations. Notwithstandingthe foregoing, but (for the avoidance of doubt) without otherwise increasingthe number of Long-Form Registrations that may be requested pursuantto this Section 1(a)(ii), from and after the date that holders ofKappa Investor Registrable Securities cease to own in the aggregate at least10% of the issued and outstanding Common Equity Securities of the Company, theholders of Kappa Investor Registrable Securities shall be entitled to requestonly one Long-Form Registration not previously requested pursuant to this Section 1(a)(ii).

 

Each suchrequest for registration under this Section 1(a) is referredto herein as a “Demand Registration.” All requests for Demand Registrations shall be made by giving writtennotice to the Company (the “Demand Notice”). The aggregate offeringvalue of the Registrable Securities requested to be registered in any DemandRegistration must equal at least $100 million in any Long-Form Registration,and at least $50****million in anyShort-Form Registration (giving effect to the applicable foreign exchangerate, as announced in the *Wall StreetJournal*, on the day prior to such request). Each Demand Notice shallspecify the approximate number of Registrable Securities requested to beregistered and the anticipated per share price range for such offering. Withinten days after receipt of any Demand Notice, the Company shall give writtennotice of such requested registration to all other holders of RegistrableSecurities and, subject to the provisions of Section 1(e) below,shall include in such registration all Registrable Securities with respect towhich the Company has received written requests for inclusion therein within 20days after the receipt by such holders of the Company’s notice.

 

(b)                                 Expense.The Company shall pay all Registration Expenses of all holders of RegistrableSecurities in all Demand Registrations.

 

(c)                                  Long-Form Registrations.A registration shall not count as one of the permitted Long-Form Registrationsuntil it has become effective or if the holders of Registrable Securitiesinitially requesting such registration, together with Persons exercisingpiggyback registration rights in connection therewith, are not able to registerand sell at least ninety percent (90%) of the Registrable Securities requested tobe included in such registration; provided that the Company shall in anyevent pay all Registration Expenses in connection with any registrationinitiated as a Demand Registration whether or not it has become effective andwhether or not such registration has counted as one of the permitted Long-Form Registrations.All Long-Form Registrations shall be underwritten registrations unlessotherwise requested by the holders of a majority of the Registrable Securitiesincluded in such registration.

 

(d)                                 Short-Form Registrations.Demand Registrations shall be Short-Form Registrations whenever theCompany is permitted to use any applicable short form. After the Company hasbecome subject to the reporting requirements of the Exchange Act, the Company 

 

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shall use itsreasonable best efforts to make Short-Form Registrations on Form S-2or Form S-3 (or any successor form) available for the sale of RegistrableSecurities.

 

(e)                                  Priorityon Demand Registrations. The Company shall not include in any DemandRegistration any securities which are not Registrable Securities without theprior written consent of the holders of a majority of the RegistrableSecurities included in such registration. If a Demand Registration is anunderwritten offering and the managing underwriters advise the Company inwriting that in their opinion the number of Registrable Securities and, ifpermitted hereunder, other securities requested to be included in such offeringexceeds the number of Registrable Securities and other securities, if any,which can be sold in an orderly manner in such offering within a price rangeacceptable to the holders of a majority of the Registrable Securities initiallyrequesting registration, the Company shall include in such registration thenumber which can be so sold in the following order of priorities: (i) first,among the Registrable Securities, if any, requested to be included in suchregistration, pro rata among the holders of such Registrable Securities on thebasis of the number of Registrable Securities owned by each such holder (but inno event greater than the amount requested to be included by such holder) and (ii) second,other securities requested to be included in such registration.

 

(f)                                    Restrictionson Long-Form Registrations. The Company shall not be obligated toeffect any Demand Registration which is a Long-Form Registration within180 days after the effective date of a previous Demand Registration which was aLong-Form Registration or a previous registration in which the holders ofRegistrable Securities were given piggyback rights pursuant to Section 2and in which there was no reduction in the number of Registrable Securitiesrequested to be included therein. The Company may postpone for up to 180days the filing or the effectiveness of a registration statement for a DemandRegistration if the Board determines in its reasonable good faith judgment thatsuch Demand Registration would reasonably be expected to have a materialadverse effect on any proposal or plan by the Company or any of itsSubsidiaries to engage in any material acquisition of assets (other than in theordinary course of business) or any material merger, consolidation, tenderoffer, reorganization or similar transaction; provided that in suchevent, the holders of Registrable Securities initially requesting such DemandRegistration shall be entitled to withdraw such request and, if such request iswithdrawn, such Demand Registration shall not count as one of the permittedDemand Registrations hereunder and the Company shall pay all RegistrationExpenses in connection with such withdrawn registration. The Company may delaya Demand Registration hereunder only once in any twelve-month period.

 

(g)                                 Selectionof Underwriters. The Board shall select the investment banker(s) andmanager(s) to administer any underwritten offering pursuant to this Section 1.

 

(h)                                 OtherRegistration Rights. The Company represents and warrants that it is not aparty to, or otherwise subject to, any other agreement granting registrationrights to any other Person with respect to any securities of the Company. Exceptas provided in this Agreement (including Section 8(d)), the Companyshall not grant to any Person the right to request the Company to register anyequity securities of the Company, or any securities convertible or exchangeableinto or exercisable for such securities, without the prior written consent of****the holders of a majority of theRegistrable Securities then outstanding; provided that the Company 

 

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may grantrights to other Persons to participate in Piggyback Registrations so long assuch rights are subordinate to the rights of the holders of RegistrableSecurities with respect to such Piggyback Registrations; and provided furtherthat no such grant will treat holders of a different class of RegistrableSecurities in an adversely different manner without the consent of the holdersof a majority of such class of Registrable Securities. Each holder of MDCPCo-Investor Registrable Securities, Kappa Investor Registrable Securities, andOther Registrable Securities irrevocably agrees that a grant of demandregistration rights or piggyback registration rights to any Person does nottreat holders of such class of Registrable Securities in an adverselydifferent manner from holders of MDCP Co-Investor Registrable Securities, KappaInvestor Registrable Securities, and/or Other Registrable Securities as long asupon any underwriters cut-back in connection with any such registration,holders of Registrable Securities are cut back ratably vis-à-vis each otherbased on the number of Registrable Securities requested to be included by suchholders in such registration.

 

2.                                       PiggybackRegistrations.

 

(a)                                  Rightto Piggyback. Whenever the Company proposes to register any of itssecurities under the Securities Act (whether pursuant to a Demand Registrationor otherwise), other than pursuant to a registration statement on Form S-4or Form S-8 or any successor form (a “Piggyback Registration”),the Company shall give prompt written notice (in any event within five businessdays after its receipt of notice of any exercise of demand registration rights)to all holders of Registrable Securities and all holders of Class DConvertible Shares party to this Agreement of its intention to effect such aregistration (including, to the extent known, a reasonable description of theterms thereof) and shall, subject to the provisions of Sections 2(c) and2(d) below, include in such registration all Registrable Securitieswith respect to which the Company has received written requests for inclusiontherein within 20 days after the receipt by such holders of the Company’snotice.

 

(b)                                 PiggybackExpenses. The Registration Expenses of the holders of RegistrableSecurities shall be paid by the Company in all Piggyback Registrations.

 

(c)                                  Priorityon Primary Registrations. If a Piggyback Registration is an underwrittenprimary registration on behalf of the Company, and the managing underwriters advisethe Company in writing that in their opinion the number of securities requestedto be included in such registration exceeds the number which can be sold in anorderly manner in such offering within a price range acceptable to the Company,****the Company shall include in suchregistration: (i) first, the securities the Company proposes to sell; (ii) second,among the Registrable Securities, if any, requested to be included in suchregistration, pro rata among the holders of such Registrable Securities on thebasis of the number of Registrable Securities owned by each such holder (but inno event greater than the amount requested to be included by such holder); and (iii) third,other securities requested to be included in such registration. Notwithstandinganything herein to the contrary, the Company may elect not to offerpiggyback registration in connection with the Company’s Initial Public Offeringthat is an underwritten primary registration on behalf of the company.

 

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(d)                                 Priorityon Secondary Registrations. If a Piggyback Registration is an underwrittensecondary registration on behalf of holders of the Company’s securities, andthe managing underwriters advise the Company in writing that in their opinionthe number of securities requested to be included in such registration exceedsthe number which can be sold in an orderly manner in such offering within aprice range acceptable to the holders of a majority of such securitiesinitially requesting such registration,****theCompany shall include in such registration: (i) first, among theRegistrable Securities, if any, requested to be included in such registration,pro rata among the holders of such Registrable Securities on the basis of thenumber of Registrable Securities owned by each such holder (but in no eventgreater than the amount requested to be included by such holder); and (ii) second,other securities requested to be included in such registration.

 

(e)                                  Withdrawal.If as a result of any pro-ration pursuant to paragraphs (c) or (d) ofthis Section 2, any holder of Registrable Securities shall not bepermitted to include in a registration all of the Registrable Securities thatsuch holder had requested to be included, such holder may elect to eitherwithdraw its request for inclusion or reduce the number of RegistrableSecurities to be included in such registration, provided such election is made,in writing and irrevocably, reasonably in advance of the execution of anyunderwriting agreement or custody agreement relating to such registration.

 

(f)                                    Selectionof Underwriters. The Board shall select the investment banker(s) andmanager(s) to administer any underwritten offering pursuant to this Section 2.

 

(g)                                 OtherRegistrations. If the Company has previously filed a registration statementwith respect to Registrable Securities pursuant to Section 1 orpursuant to this Section 2, and if such previous registration hasnot been withdrawn or abandoned, the Company shall not file or cause to beeffected any other registration of any of its equity securities or securitiesconvertible or exchangeable into or exercisable for its equity securities underthe Securities Act (except on Form S-8 or any successor form), whether onits own behalf or at the request of any holder or holders of such securities,until a period of at least 180 days has elapsed from the effective date of suchprevious registration.

 

3.                                       RegistrationProcedures. Whenever the holders of Registrable Securities have requestedthat any Registrable Securities be registered pursuant to this Agreement, theCompany shall use its best efforts to effect the registration and the sale ofsuch Registrable Securities in accordance with the intended method ofdisposition thereof, and pursuant thereto the Company shall as expeditiously aspossible:

 

(a)                                  prepareand file with the SEC a registration statement with respect to such RegistrableSecurities and use its best efforts to cause such registration statement tobecome effective (provided that before filing a registration statement orprospectus or any amendments or supplements thereto, the Company shall furnishto the counsel selected by the holders of a majority of the RegistrableSecurities covered by such registration statement copies of all such documentsproposed to be filed, which documents shall be subject to the review andcomment of such counsel);

 

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(b)                                 notifyeach holder of Registrable Securities of the effectiveness of each registrationstatement filed hereunder and prepare and file with the SEC such amendments andsupplements to such registration statement and the prospectus used inconnection therewith as may be necessary to keep such registrationstatement effective for a period of not less than 180 days****and otherwise comply with the provisionsof the Securities Act with respect to the disposition of all securities coveredby such registration statement during such period in accordance with theintended methods of disposition by the sellers thereof set forth in suchregistration statement;

 

(c)                                  furnishto each seller of Registrable Securities such number of copies of suchregistration statement, each amendment and supplement thereto, the prospectusincluded in such registration statement (including each preliminary prospectus)and such other documents as such seller may reasonably request in order tofacilitate the disposition of the Registrable Securities owned by such seller;

 

(d)                                 useits best efforts to register or qualify such Registrable Securities under suchother securities or blue sky laws of such jurisdictions as any sellerreasonably requests and do any and all other acts and things which may bereasonably necessary or advisable to enable such seller to consummate thedisposition in such jurisdictions of the Registrable Securities owned by suchseller (provided that the Company shall not be required to (i) qualifygenerally to do business in any jurisdiction where it would not otherwise berequired to qualify but for this subsection, (ii) subject itself totaxation in any such jurisdiction or (iii) consent to general service ofprocess in any such jurisdiction);

 

(e)                                  notifyeach seller of such Registrable Securities, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of thehappening of any event as a result of which the prospectus included in suchregistration statement contains an untrue statement of a material fact or omitsany fact necessary to make the statements therein not misleading, and, at therequest of any such seller, the Company shall prepare a supplement or amendmentto such prospectus so that, as thereafter delivered to the purchasers of suchRegistrable Securities, such prospectus shall not contain an untrue statementof a material fact or omit to state any fact necessary to make the statementstherein not misleading;

 

(f)                                    causeall such Registrable Securities to be listed on each securities exchange onwhich similar securities issued by the Company are then listed and, if not solisted, to be listed on the Nasdaq and, if listed on the Nasdaq, use its bestefforts to secure designation of all such Registrable Securities covered bysuch registration statement as a Nasdaq “national market system security”within the meaning of Rule 11Aa2-1 of the SEC or, failing that, to secureNasdaq authorization for such Registrable Securities and, without limiting thegenerality of the foregoing, to arrange for at least two market makers toregister as such with respect to such Registrable Securities with the NationalAssociation of Securities Dealers;

 

(g)                                 providea transfer agent and registrar for all such Registrable Securities not laterthan the effective date of such registration statement;

 

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(h)                                 enterinto such customary agreements (including underwriting agreements in customaryform) and take all such other actions as the holders of a majority of theRegistrable Securities being sold or the underwriters, if any, reasonablyrequest in order to expedite or facilitate the disposition of such RegistrableSecurities (including effecting a share split, a combination of shares or otherrecapitalization);

 

(i)                                     makeavailable for inspection by any seller of Registrable Securities, anyunderwriter participating in any disposition pursuant to such registrationstatement and any attorney, accountant or other agent retained by any suchseller or underwriter, all financial and other records, pertinent corporatedocuments and properties of the Company, and cause the Company’s officers,directors, employees and independent accountants to supply all informationreasonably requested by any such seller, underwriter, attorney, accountant oragent in connection with such registration statement;

 

(j)                                     otherwiseuse its best efforts to comply with all applicable rules and regulationsof the SEC, and make available to its security holders, as soon as reasonablypracticable, an earnings statement covering the period of at least twelvemonths beginning with the first day of the Company’s first full calendarquarter after the effective date of the registration statement, which earningsstatement shall satisfy the provisions of Section 11(a) of theSecurities Act and Rule 158 thereunder;

 

(k)                                  permitany holder of Registrable Securities which holder, in its sole and exclusivejudgment, might be deemed to be an underwriter or a controlling person of theCompany, to participate in the preparation of such registration or comparablestatement and to require the insertion therein of material, furnished to theCompany in writing, which in the reasonable judgment of such holder and itscounsel should be included;

 

(l)                                     inthe event of the issuance of any stop order suspending the effectiveness of aregistration statement, or of any order suspending or preventing the use of anyrelated prospectus or suspending the qualification of any securities includedin such registration statement for sale in any jurisdiction, the Company shalluse its best efforts promptly to obtain the withdrawal of such order;

 

(m)                               obtaina cold comfort letter from the Company’s independent public accountants and anopinion from the Company’s outside counsel, each in customary form andcovering such matters of the type customarily covered by cold comfort lettersand legal opinions, respectively, as the holders of a majority of theRegistrable Securities being sold reasonably request;

 

(n)                                 useits best efforts to cause such Registrable Securities covered by suchregistration statement to be registered with or approved by such othergovernmental agencies or authorities as may be necessary to enable thesellers thereof to consummate the disposition of the Registrable Securities;and

 

(o)                                 takesuch other actions – including causing such officers of the Company and itsSubsidiaries as are requested by the managing underwriters to participate in “roadshows” or 

 

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similarmarketing efforts conducted by such underwriters in connection with anyunderwritten offering pursuant hereto – as the holders of a majority of theRegistrable Securities being sold reasonably request.

 

4.                                       RegistrationExpenses.

 

(a)                                  Expenses.All expenses incident to the Company’s performance of or compliance with thisAgreement, including all registration and filing fees, fees and expenses ofcompliance with securities or blue sky laws, printing expenses, messenger anddelivery expenses, fees and disbursements of custodians, and fees anddisbursements of counsel for the Company and all independent certified publicaccountants, underwriters (excluding discounts, commissions and transfer taxes)and other Persons retained by the Company (all such expenses being hereincalled “Registration Expenses”), shall be borne as provided in thisAgreement, except that the Company shall, in any event, pay its internalexpenses (including all salaries and expenses of its officers and employeesperforming legal or accounting duties), the expense of any annual audit orquarterly review, the expense of any liability insurance and the expenses andfees for listing the securities to be registered on each securities exchange onwhich similar securities issued by the Company are then listed or on theNasdaq.

 

(b)                                 Reimbursementof Counsel. In connection with each Demand Registration and each PiggybackRegistration, the Company shall reimburse the holders of Registrable Securitiesincluded in such registration for (i) the reasonable fees anddisbursements of one counsel chosen by the holders of a majority of theRegistrable Securities included in such registration and (ii) thereasonable fees and disbursements of each additional counsel retained by anyholder of Registrable Securities solely for the purpose of rendering a legalopinion to underwriters on behalf of such holder in connection with anyunderwritten Demand Registration or Piggyback Registration.

 

(c)                                  Paymentof Certain Expenses by Holders of Registrable Securities. Underwritingdiscounts and commissions and transfer taxes relating to the RegistrableSecurities included in any registration hereunder, and all fees and expenses ofcounsel for any holder of Registrable Securities (other than fees and expensesto be reimbursed by the Company as set forth in Section 4(b) above)shall be borne and paid by the holders of such Registrable Securities.

 

5.                                       Indemnification.

 

(a)                                  IndemnificationObligations of the Company. The Company agrees to indemnify, to the extentpermitted by law, each holder of Registrable Securities participating in anoffering pursuant to this Agreement, its officers, directors, partners,employees, advisors and agents and each Person that controls such holder(within the meaning of the Securities Act) against all losses, claims, damages,liabilities and expenses caused by any untrue or alleged untrue statement ofmaterial fact contained in any registration statement, prospectus orpreliminary prospectus or any amendment or supplement thereto relating to suchoffering or any omission or alleged omission of a material fact required to bestated therein or necessary to make the statements therein not misleading,except insofar as the same are caused by or contained in any informationfurnished in writing to the Company by such holder expressly for use therein or

 

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by such holder’sfailure to deliver a copy of the prospectus or any amendments or supplementsthereto after the Company has furnished such holder with a sufficient number ofcopies of the same. In connection with an underwritten offering, the Companyshall indemnify such underwriters, their officers, directors, partners,employees, advisors and agents and each Person who controls such underwriters(within the meaning of the Securities Act) to the same extent as provided abovewith respect to the indemnification of the holders of Registrable Securities.

 

(b)                                 IndemnificationObligations of Holders of Registrable Securities. In connection with anyregistration statement in which a holder of Registrable Securities isparticipating, each such holder shall furnish to the Company in writing suchinformation and affidavits as the Company reasonably requests for use inconnection with any such registration statement, related prospectus orpreliminary prospectus or any amendment or supplement thereto and, to theextent permitted by law, shall indemnify the Company, its directors, officers,partners, employees, advisors and agents and each Person who controls theCompany (within the meaning of the Securities Act) against any losses, claims,damages, liabilities and expenses resulting from any untrue or alleged untruestatement of material fact contained in such registration statement,prospectus, preliminary prospectus, amendment or supplement or any omission oralleged omission of a material fact required to be stated therein or necessaryto make the statements therein not misleading, but only to the extent that suchuntrue statement or omission is contained in any information or affidavit sofurnished in writing expressly for use therein by such holder; providedthat the obligation to indemnify shall be individual, not joint and several,for each holder and shall be limited to the net amount of proceeds received bysuch holder from the sale of Registrable Securities pursuant to suchregistration statement.

 

(c)                                  IndemnificationProcedures. Any Person entitled to indemnification hereunder shall (i) giveprompt written notice to the indemnifying party of any claim with respect towhich it seeks indemnification (provided that the failure to give prompt noticeshall not impair any Person’s right to indemnification hereunder to the extentsuch failure has not prejudiced the indemnifying party) and (ii) unless insuch indemnified party’s reasonable judgment a conflict of interest betweensuch indemnified and indemnifying parties may exist with respect to suchclaim, permit such indemnifying party to assume the defense of such claim withcounsel reasonably satisfactory to the indemnified party. If such defense isassumed, the indemnifying party shall not be subject to any liability for anysettlement or compromise made by the indemnified party without its consent (butsuch consent shall not be unreasonably withheld). An indemnifying party who isnot entitled to, or elects not to, assume the defense of a claim shall not beobligated to pay the fees and expenses of more than one counsel for all partiesindemnified by such indemnifying party with respect to such claim, unless inthe reasonable judgment of any indemnified party a conflict of interest may existbetween such indemnified party and any other of such indemnified parties withrespect to such claim.

 

(d)                                 OtherIndemnification Provisions; Contribution. The indemnification provided forunder this Agreement shall remain in full force and effect regardless of anyinvestigation made by or on behalf of the indemnified party or any officer,director, partner, employee, advisor, agent or controlling Person of suchindemnified party and shall survive the transfer of securities. The Companyalso agrees to make such provisions, as are reasonably requested by anyindemnified party, for contribution to such party in the event the Company’s 

 

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indemnificationis unavailable for any reason such that such provisions provide the sameobligations and benefits to the indemnified party as those which would havebeen applicable had the indemnification provisions in Sections 5(a) and5(b) been available taking into account all of the limitations setforth in Sections 5(a) and 5(b).

 

6.                                       Participation;Holdback.

 

(a)                                  NoPerson may participate in any registration which is underwritten unlesssuch Person (i) agrees to sell such Person’s securities on the basisprovided in any underwriting arrangements approved by the Person or Personsentitled hereunder to approve such arrangements and (ii) completes andexecutes such questionnaires, powers of attorney, indemnities, underwritingagreements and other documents as are customary and reasonably required underthe terms of such underwriting arrangements; provided that no holder ofRegistrable Securities included in any underwritten registration shall berequired to make any representations or warranties to the Company or theunderwriters (other than customary representations and warranties regardingsuch holder and such holder’s intended method of distribution) or to undertakeany indemnification obligations to the Company with respect thereto, except asotherwise provided in Section 5(b) hereof, or to theunderwriters with respect thereto.

 

(b)                                 Withoutlimiting the generality of Section 5(a), no holder of RegistrableSecurities shall effect any public sale or distribution of any RegistrableSecurities or of any other capital stock or equity securities of the Company,or any securities convertible into or exchangeable or exercisable for suchstock or securities, during the seven days prior to and the 180-day periodbeginning on the effective date of the Company’s Initial Public Offering andduring the seven days prior to and the 90-day period beginning on the effectivedate of any underwritten Demand Registration or any underwritten PiggybackRegistration, unless in either case the underwriters managing the registrationotherwise agree; provided that (without limiting the provisions of anyother lock-up to which a holder of Registrable Securities may be subject)in the event that the underwriters managing the registration agree to releaseany holder of Registrable Securities from the provisions of this Section 6(b) withrespect to all or any portion of such holder’s Registrable Securities, suchrelease shall be effective only if each holder is ratably (based on the numberof Registrable Securities held by each such holder) released from theprovisions of this Section 6(b). The restrictions on the transferof Registrable Securities set forth in this Section 6(b) shallcontinue with respect to each Registrable Security until the date on which suchRegistrable Security has been transferred in a Public Sale.

 

7.                                       Definitions.

 

“Affiliate” means, with respect to any Person, any other Person controlling,controlled by or under common control with such Person.

 

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“Board” means the Company’s board of directors.

 

“Class D Convertible Shares” shall have the meaning givento such term in the Company’s Articles of Association.

 

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

 

“Common Equity Securities” means, for any Person as of any dateof determination, ordinary shares, shares of common stock or other similarequity securities not limited to a fixed stated return on liquidation,dissolution or winding up of such Person, together with the ordinary shares,shares of common stock or other similar equity securities of such Personissuable upon exercise of then-exercisable rights, options, warrants or similarsecurities of such Person or issuable upon conversion of then-convertibleequity or debt securities of such Person. For the avoidance of doubt, indetermining Common Equity Securities of the Company, (i) the OrdinaryShares issuable upon conversion of the issued Class D Convertible Shares, (ii) theOrdinary 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 (x) the Ordinary Shares issuableupon conversion of the issued Class A Convertible Shares, Class BConvertible Shares, Class C Convertible Shares, Class E ConvertibleShares, Class F Convertible Shares, Class G Convertible Shares and Class HConvertible Shares of the Company and (y) the Ordinary Shares issuable uponconversion of the PIK or the Preference shall not be deemed Common EquitySecurities.

 

“Convertible Shares” shall have the meaning given to such termin the Company’s Articles of Association.

 

“Exchange Act” mans the United States Securities Exchange Act of1934, as amended from time to time.

 

“Family Group” means any Minority Investor’s spouse, descendants(whether natural or adopted), siblings and siblings’ descendants and any trustsolely for the benefit of a Minority Investor and/or such Minority Investor’sspouse, descendants, siblings and/or siblings’ descendants.

 

“Initial Public Offering” means the initial sale of ordinaryshares, shares of common stock or other similar equity securities not limitedto a fixed stated return on liquidation, dissolution or winding up of suchPerson, to the public registered under the Securities Act on Form S-1 orany similar form.

 

“Kappa Investor Registrable Securities” means all RegistrableSecurities held by the Kappa Investor and, to the extent agreed to in writingby the Majority Holders, any of their transferees, successors or assigns.

 

“Kappa Limited Partnership” means Smurfit Kappa Feeder L.P., alimited partnership organized under the laws of Jersey.

 

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“Majority Holders” means, as of any date of determination,holders of a majority of the aggregate number of Ordinary Shares thenoutstanding that are held by Persons party hereto.

 

“MDCP Co-Investor Registrable Securities” means all RegistrableSecurities held by the MDCP Co-Investors and their respective Affiliates and,to the extent agreed to in writing by the Majority Holders, any of theirtransferees, successors or assigns.

 

“MDCP Co-Investors” means, collectively, MDCP IV GlobalInvestments LP, MDCP III Global Investments LP, MDSE III Global Investments LPand any Affiliate of the foregoing that owns or holds Ordinary Shares as of thedate of determination and “MDCP Co-Investor” means any of the MDCPCo-Investors.

 

“Ordinary Shares” means Class A Ordinary Shares, Class BOrdinary Shares and each other class or series of ordinary shares ofthe Company (or any ordinary shares of the Company created without reference toclass or series) created after the date hereof that is issued in respectof such other Ordinary Shares in connection with any share dividend or sharesplit or in connection with a combination of shares, recapitalization, merger,consolidation or other reorganization or otherwise.

 

““Other Registrable Securities” means, collectively, allRegistrable Securities other than the MDCP Co-Investor Registrable Securitiesand the Kappa Investor Registrable Securities; provided that, withoutthe prior written consent of the Majority Holders, Other Registrable Securitiesshall not include any Ordinary Shares held by any Person other than a MinorityInvestor or any of its Affiliates or Family Group.

 

“Person” means an individual, a partnership, a corporation, alimited liability company, 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 term in the PurchaseAgreement.

 

“Public Sale” means any sale of Registrable Securities to thepublic pursuant to an offering registered under the Securities Act or to thepublic through a broker, dealer or market maker pursuant to the provisions of Rule 144adopted under the Securities Act.

 

“Registrable Securities” means (i) any Ordinary Shares heldby any party hereto (or issued upon conversion of any Class D ConvertibleShares or Class I Convertible Shares of the Company held by any partyhereto), and (ii) any other equity securities issued or issuable withrespect to the securities referred to in clause (i) by way of a sharedividend or share split or in connection with a combination of shares,recapitalization, merger, consolidation or other reorganization or otherwise; providedthat with respect to any Registrable Securities, such securities shall cease tobe Registrable Securities (x) when they have been distributed to the publicpursuant to an offering registered under the Securities Act or sold to thepublic through a broker, dealer or market maker in compliance with Rule 144under the Securities Act (or any 

 

12

----

 

similar rule promulgatedby the SEC then in force) and (y) unless otherwise consented to by the MajorityHolders, when such Registrable Securities are held by any Person other than aMDCP Co-Investor, the Kappa Investor, a Minority Investor or any of their respectiveAffiliates or Family Group.

 

“Sale of the Company” shall have the meaning given to such termin the Shareholders Agreement.

 

“SEC” means the United States Securities and ExchangeCommission.

 

“Securities Act” means the United States Securities Act of 1933,as amended from time to time.

 

“Shareholders Agreement” means that certain Shareholders andCorporate Governance Agreement, dated as of December 1, 2005, by and amongthe Company, the MDCP Co-Investors, the Kappa Investor, and certain other Investorsand certain other Persons party thereto from time to time, as the same may beamended, modified, supplemented or waived from time to time.

 

“Subsidiary” means, with respect to any Person, any corporation,limited liability company, partnership, association or other business entity ofwhich (i) if a corporation, a majority of the total voting power of stockentitled (without regard to the occurrence of any contingency) to vote in theelection of directors, managers or trustees thereof is at the time owned orcontrolled, directly or indirectly, by that Person or one or more of the otherSubsidiaries of that Person or a combination thereof, or (ii) if a limitedliability company, partnership, association or other business entity, amajority of the partnership or other similar ownership interest thereof is atthe time owned or controlled, directly or indirectly, by any Person or one ormore Subsidiaries of that person or a combination thereof. For purposes hereof,a Person or Persons shall be deemed to have a majority ownership interest in alimited liability company, partnership, association or other business entity ifsuch Person or Persons shall be allocated a majority of limited liabilitycompany, partnership, association or other business entity gains or losses orshall be or control the managing general partner of such limited liabilitycompany, partnership, association or other business entity. Reference to any “Subsidiary”of the Company shall be given effect only at such times as the Company has one ormore Subsidiaries.

 

8.                                       Miscellaneous.

 

(a)                                  NoInconsistent Agreements. The Company shall not hereafter enter into anyagreement with respect to its securities which is inconsistent with or violatesthe rights granted to the holders of Registrable Securities in this Agreement.

 

(b)                                 AdjustmentsAffecting Registrable Securities. The Company shall not take any action, orpermit any change to occur, with respect to its securities which wouldmaterially and adversely affect the ability of the holders of RegistrableSecurities to include such Registrable Securities in a registration undertakenpursuant to this Agreement or which would 

 

13

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materially andadversely affect the marketability of such Registrable Securities in any suchregistration (including effecting a share split or a combination of shares).

 

(c)                                  Remedies.Any Person having rights under any provision of this Agreement shall beentitled to enforce such rights specifically, to recover damages caused byreason of any breach of any provision of this Agreement and to exercise allother rights granted by law. The parties hereto agree and acknowledge thatmoney damages may not be an adequate remedy for any breach of theprovisions of this Agreement and that any party may in its sole discretionapply to any court of law or equity of competent jurisdiction (without postingany bond or other security) for specific performance and for other injunctiverelief in order to enforce or prevent violation of the provisions of thisAgreement.

 

(d)                                 Amendmentsand Waivers. Except as otherwise provided herein, the provisions of thisAgreement may be amended or waived only upon the prior written consent ofthe Company and the Majority Holders; provided that if any such amendmentor waiver would adversely affect the holders of any class of RegistrableSecurities relative to the holders of Registrable Securities voting in favor ofsuch amendment or waiver (including the holders of Other Registrable Securitiesrelative to the holders of MDCP Co-Investor Registrable Securities, or theKappa Investor Registrable Securities), such amendment or waiver shall alsorequire the approval of the holders of a majority of the class ofRegistrable Securities (treating the MDCP Co-Investor Registrable Securities,the Kappa Investor Registrable Securities, and the Other Registrable Securitiesas a separate class for this purpose) held by all holders so adverselyaffected. Each party hereto agrees that each Person issued Ordinary Shares orConvertible Shares by the Company pursuant to the Company’s Amended andRestated 2004 Management Equity Plan (as amended, restated, supplemented orwaived from time to time) shall, without the consent of any other Investorparty hereto, be entitled to registration rights as a Minority Investorhereunder by execution of a counterpart to this Agreement and, upon suchjoinder, each Person party hereto shall be a Minority Investor for all purposesof this Agreement (and the Schedule of Investors shall be updatedaccordingly).

 

(e)                                  Successorsand Assigns. All covenants and agreements in this Agreement by or on behalfof 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.

 

(f)                                    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.

 

(g)                                 Counterparts.This Agreement may be executed simultaneously in two or more counterparts,any one of which need not contain the signatures of more than one party, butall such counterparts taken together shall constitute one and the sameAgreement. Any Person may at any time after the date hereof, with theprior written consent of the Majority Holders and the Company, become a partyto this Agreement by executing a counterpart to this Agreement 

 

14

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agreeing to bebound by the provisions hereof as if such Person were an original signatoryhereto (which joinder shall not constitute a modification, amendment, or waiverhereof).

 

(h)                                 DescriptiveHeadings; Interpretation; No Strict Construction. The descriptive headingsof this Agreement are inserted for convenience only and do not constitute asubstantive part of this Agreement. Whenever required by the context, anypronoun used in this Agreement shall include the corresponding masculine,feminine or neuter forms, and the singular forms of nouns, pronouns, and verbsshall include the plural and vice versa. Reference to any agreement, document,or instrument means such agreement, document, or instrument as amended orotherwise modified from time to time in accordance with the terms thereof, andif applicable hereof. The use of the words “include” or “including” in thisAgreement shall be by way of example rather than by limitation. The use of thewords “or,” “either” or “any” shall not be exclusive. The parties hereto haveparticipated jointly in the negotiation and drafting of this Agreement. In theevent an ambiguity or question of intent or interpretation arises, thisAgreement shall be construed as if drafted jointly by the parties hereto, andno presumption or burden of proof shall arise favoring or disfavoring any partyby virtue of the authorship of any of the provisions of this Agreement.

 

(i)                                     GoverningLaw. The Agreement and the exhibits and schedules hereto shall be governedby and construed in accordance with the laws of the State of New York.

 

(j)                                     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 (receipt confirmed). Suchnotices, demands and other communications shall be sent to the Investors and tothe Company at the address indicated below:

 
| If to the  Company: |                                              |
|---------------------|---------------------------------------------------|
|                |                                              |
|                | c/o Jefferson Smurfit Group Limited               |   |
|                | Headquarters                                      |   |
|                | Beech Hill                                        |   |
|                | Clonskeagh                                        |   |
|                | Dublin 4                                          |   |
|                | Facsimile:    +353-1-283-7113 |   |

 

15

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| with copies  to:              |                                                    |
|-------------------------------|---------------------------------------------------------|
|                          |                                                    |
|                          | the MDCP Co-Investors (at the address  indicated below) |   |
|                          |                                                    |
| and:                          |                                                    |
|                          |                                                    |
|                          | Kirkland & Ellis LLP                           |   |
|                          | 200 East Randolph Drive                                 |   |
|                          | Chicago, IL 60601                                       |   |
|                          | USA                                                     |   |
|                          | Attention: Dennis M. Myers, P.C.                        |   |
|                          | Facsimile: (312) 861-2200                               |   |
|                          |                                                    |
| If to the  MDCP Co-Investors: |                                                    |
|                          |                                                    |
|                          | c/o Madison Dearborn Partners, LLC                      |   |
|                          | Three First National Plaza, Suite 3800             |   |
|                          | 70 W. Madison                                           |   |
|                          | Chicago, Illinois 60602                                 |   |
|                          | USA                                                     |   |
|                          | Attention: Samuel M. Mencoff                            |   |
|                          | Facsimile: (312) 895-1001                               |   |
|                          |                                                    |
| with a copy  to:              |                                                    |
|                          |                                                    |
|                          | Kirkland & Ellis LLP                           |   |
|                          | 200 East Randolph Drive                                 |   |
|                          | Chicago, IL 60601                                       |   |
|                          | USA                                                     |   |
|                          | Attention: Dennis M. Myers, P.C.                        |   |
|                          | Facsimile: (312) 861-2200                               |   |
|                          |                                                    |
| If to the Kappa Investor:     |                                                    |
|                          |                                                    |
|                          | c/o Cinven Limited                                      |   |
|                          | Warwick Court                                           |   |
|                          | Paternoster Square                                      |   |
|                          | London                                                  |   |
|                          | EC4M 7AG                                                |   |
|                          | Attention: Marcus Wood                                  |   |
|                          | Facsimile: (020) 7661 3888                              |   |

 

16

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| and                           |                                                                                 |
|-------------------------------|--------------------------------------------------------------------------------------|
|                          |                                                                                 |   |
|                          | c/o CVC Capital Partners Limited                                                     |   |
|                          | 111 Strand                                                                           |   |
|                          | London                                                                               |   |
|                          | WC2R 0AG                                                                             |   |
|                          | UK                                                                                   |   |
|                          | Attention: David Milne                                                               |   |
|                          | Facsimile: (020) 7420 4231                                                           |   |
|                          |                                                                                 |
| with a copy  to:              |                                                                                 |
|                          |                                                                                 |
|                          | Freshfields Bruckhaus Deringer                                                       |   |
|                          | 65 Fleet Street                                                                      |   |
|                          | London EC4Y 1HS                                                                      |   |
|                          | UK                                                                                   |   |
|                          | Attention:    Edward  Braham / David Higgins                     |   |
|                          | Facsimile:    (020)  7832 7001                                   |   |
|                          |                                                                                 |
| If to any  Minority Investor: |                                                                                 |
|                          |                                                                                 |
|                          | To the address set forth on the Schedule of  Minority Investors attached hereto |
|                          |                                                                                 |
| with a copy  to:              |                                                                                 |
|                          |                                                                                 |
|                          | c/o William Fry Solicitors                                                           |   |
|                          | Fitzwilton House                                                                     |   |
|                          | Wilton Place                                                                         |   |
|                          | Dublin 2                                                                             |   |
|                          | Ireland                                                                              |   |
|                          | Attention:  Owen O’Connell                                                 |   |
|                          | Facsimile:  +353-1-639-5333                                                     |   |

 

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

 

(k)                                  BusinessDays. If any time period for giving notice or taking action hereunderexpires on a day which is a Saturday, Sunday or legal holiday in the UnitedStates, the time period shall automatically be extended to the business dayimmediately following such Saturday, Sunday or legal holiday.

 

(l)                                     Deliveryby Facsimile or Electronic Transmission. This Agreement, the agreementsreferred to herein, and each other agreement or instrument entered into inconnection herewith or therewith or contemplated hereby or thereby, and anyamendments hereto or thereto, to the extent signed and delivered by means of afacsimile machine or electronic transmission, shall be treated in all mannerand respects as an original agreement or instrument and shall be considered tohave the same binding legal effect as if it were the original signed versionthereof delivered in person. At the request of any party hereto or to any suchagreement or instrument, 

 

17

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each otherparty hereto or thereto shall reexecute original forms thereof and deliver themto all other parties. No party hereto or to any such agreement or instrumentshall raise the use of a facsimile machine or electronic transmission todeliver a signature or the fact that any signature or agreement or instrumentwas transmitted or communicated through the use of a facsimile machine orelectronic transmission as a defense to the formation or enforceability of acontract and each such party forever waives any such defense.

 

(m)                               EntireAgreement. This Agreement embodies the complete agreement and understandingamong the parties hereto with respect to the subject matter hereof andsupersedes and preempts any prior understandings, agreements or representationsby or among the parties, written or oral, which may have related to thesubject matter hereof in any way (including, without limitation, the ExistingAgreement).

 

(n)                                 Effectiveness.This Agreement shall become effective and binding upon each party uponexecution and delivery of this Agreement by each of the Company and such party.

 

(o)                                 Termination.Unless otherwise agreed in writing by the Company and Majority Holders, therights and obligations of the parties hereto shall terminate upon a Sale of theCompany.

 

*        *         *         *       *

 

18

----

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement onthe date first written above.

 

JSG PACKAGINGLIMITED

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

 

----

 

Acknowledgedand agreed as of the date first above written:

 

MDCP IV GLOBALINVESTMENTS 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 IIIGLOBAL 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 IIIGLOBAL 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 |   |

 

20

----

 

Acknowledgedand 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           |

 

21

----

 

Acknowledgedand agreed as of the date first above written:

 

 

BACCHANTES TWOLIMITED

 

 
| By:    |   /s/ J. M. Killip                       |   |
|--------|-----------------------------------------------|--------|
|   |                                          |   |
| Its:   | J. M.  Killip    Director |   |

 

22

----

 

Acknowledgedand agreed as of the date first above written:

 

 

Smurfit KappaFeeder G.P. Limited acting in its capacity as general partner of, and on behalfof, the Kappa Limited Partnership

 

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

 

23

----

 

Acknowledgedand agreed as of the date first above written:

 

MIDOCEANEUROPE GP (JERSEY) LIMITED

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

 

24

----

 

Acknowledgedand agreed as of the date first above written:

 

ARTHUR STREETPORTFOLIO, 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/ Stephen J. Kelly |              |
|--------|-----------------------------|-------------------|
|   | Name:                       | Stephen J.  Kelly |
|   | Title:                      | Vice  President   |
|        |                             |                   |  |

 

 

ARTHUR STREETFUND, 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/ Stephen J. Kelly |              |
|--------|-----------------------------|-------------------|
|   | Name:                       | Stephen J.  Kelly |
|   | Title:                      | Vice  President   |
|        |                             |                   |  |

 

----

 

Acknowledgedand agreed as of the date first above written:

 

VESEY STREETPORTFOLIO, 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/ Stephen J. Kelly                           |              |
|                     | Name:                                                 | Stephen J.  Kelly |
|                     | 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/ Stephen J. Kelly                           |              |
|                     | Name:                                                 | Stephen J.  Kelly |
|                     | Title:                                                | Vice President    |
|                          |                                                       |                   |  |  |  |  |

 

----

 
| Acknowledged  and agreed as of the date first above written: |
|--------------------------------------------------------------|
|                                                         |   |   |
| 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/ Stephen J. Kelly |   |
|                                                         | Name: | Stephen J.  Kelly |
|                                                         | Title: | Vice  President |
|                                                              |  |  |  |  |

 

----

 
| Acknowledged  and agreed as of the date first above written: |
|--------------------------------------------------------------|
|                                                         |   |   |
| 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 agreed as 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 |   |
|                                                              |  |  |  |  |  |

 

29

----

 
| Acknowledged  and agreed as of the date first above written: |                   |
|--------------------------------------------------------------|------------------------|
|                                                         |                   |   |
| TEACHERS  INSURANCE AND ANNUITY                              |                   |
| ASSOCIATION  OF AMERICA                                      |                   |
|                                                         |                   |   |
| By:                                                          |   /s/ Holly Holtz |   |
|                                                         | Name:                  | Holly Holtz |
|                                                         | Title:                 | Director |
|                                                              |                        |  |  |  |

 

----

 
| Acknowledged  and agreed as of the date first above written: |                     |
|--------------------------------------------------------------|--------------------------|
|                                                         |                     |   |
| TECHLINE  INVESTMENT PTE LTD.                                |                     |
|                                                         |                     |   |
| By:                                                          |   /s/ Alvin A. Fong |   |
|                                                         | Name:                    | Alvin A.  Fong |
|                                                         | Title:                   | Authorized  Signatory |
|                                                              |                          |  |  |  |

 

----

 
| Acknowledged  and agreed as of the date first above written: |                                           |
|--------------------------------------------------------------|------------------------------------------------|
|                                                         |                                           |   |
| TCW/CRESCENT  MEZZANINE PARTNERS III, L.P.                   |                                           |
| TCW/CRESCENT  MEZZANINE TRUST III                            |                                           |
| TCW/CRESCENT  PARTNERS III NETHERLANDS, 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 above written: |                         |
|--------------------------------------------------------------|------------------------------|
|                                                         |                         |   |
|                                                         |                         |   |
|   /s/ Stanley 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 agreed as 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 above written: |                                         |
|--------------------------------------------------------------|----------------------------------------------|
|                                                         |                                         |
|                                                         |                                         |   |
| 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 written above: |                        |
|--------------------------------------------------------------|-----------------------------|
|                                                         |                        |   |
| SCHWERIN  COMPANY, L.L.C.                                    |                        |
|                                                         |                        |   |
| By:                                                          |   /s/ Michael Schwerin |   |
|                                                         |                        |   |
| Its:                                                         | Managing  Member            |   |
|                                                              |                             |  |  |

 

----

 
| Acknowledged  and agreed as of the date first written above: |   |
|--------------------------------------------------------------|--------|
|                                                         |   |   |
|                                                         |   |   |
|   /s/ Paul Magnell                                      |   |
| Paul Magnell                                                 |   |
|                                                              |        |  |  |

 

----

 
| Acknowledged  and agreed as of the date first written above: |                     |
|--------------------------------------------------------------|--------------------------|
|                                                         |                     |   |
|                                                         |                     |   |
| 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      |   |
|                                                              |                          |  |  |  |  |

 

----

 
| **SCHEDULE OF MINORITY INVESTORS**        |
|------------------------------------------------|
|                                           |
| Bacchantes  Two Limited                        |
| 15-19 Athol  Street                            |
| Douglas,  Isle of Man                          |
|                                           |
| Gary McGann                                    |
| Cherryfield                                    |
| Stonehouse                                     |
| Donnybrook                                     |
| Dublin 4                                       |
|                                           |
| Anthony P.J.  Smurfit                          |
| Fournaughts                                    |
| Johnstown                                      |
| Naas                                           |
| Co Kildare                                     |
|                                           |
| Ian J.  Curley                                 |
| 1 Mount  Salus                                 |
| Knocknacree  Road                              |
| Dalkey                                         |
| Co Dublin                                      |
|                                           |
| Mid-Ocean  Europe GP (Jersey) Limited          |
| Mid-Ocean  Partners                            |
| 3rd  Floor                                     |
| 1 Chester  Street                              |
| London SW1X  7HP                               |
| Attention:  Diarmuid Cummins                   |
|                                           |
| J.P. Morgan  Partners Global Investors, L.P.   |
| J.P. Morgan  Partners                          |
| 1221 Avenue  of the Americas, 39th Floor       |
| New York, NY  10020                            |
| Attention:  Robert Ruggiero                    |
|                                           |
| J.P. Morgan  Partners Investors (Cayman), L.P. |
| J.P. Morgan  Partners                          |
| 1221 Avenue  of the Americas, 39th Floor       |
| New York, NY  10020                            |
| Attention:  Robert Ruggiero                    |

 

----

 
| J.P. Morgan  Partners Global Investors A, L.P.           |
|----------------------------------------------------------|
| J.P. Morgan  Partners                                    |
| 1221 Avenue  of the Americas, 39th Floor                 |
| New York, NY  10020                                      |
| Attention:  Robert Ruggiero                              |
|                                                     |
| J.P. Morgan  Partners Global Investors (Cayman) II, L.P. |
| J.P. Morgan  Partners                                    |
| 1221 Avenue  of the Americas, 39th Floor                 |
| New York, NY  10020                                      |
| Attention:  Robert Ruggiero                              |
|                                                     |
| J.P. Morgan  Partners (BHCA), L.P.                       |
| J.P. Morgan  Partners                                    |
| 1221 Avenue  of the Americas, 39th Floor                 |
| New York, NY  10020                                      |
| Attention:  Robert Ruggiero                              |
|                                                     |
| J.P. Morgan  Partners Global Investors (Selldown), L.P.  |
| J.P. Morgan  Partners                                    |
| 1221 Avenue  of the Americas, 39th Floor                 |
| New York, NY  10020                                      |
| Attention:  Robert Ruggiero                              |
|                                                     |
| Arthur  Street Portfolio, L.P.                           |
| Merrill  Lynch Private Equity Partners                   |
| 800 Scudders  Mill Road                                  |
| Plainsboro,  NJ 08536                                    |
| Attention:  Mike Cerminaro                               |
|                                                     |
| Arthur  Street Fund, L.P.                                |
| Merrill  Lynch Private Equity Partners                   |
| 800 Scudders  Mill Road                                  |
| Plainsboro,  NJ 08536                                    |
| Attention:  Mike Cerminaro                               |
|                                                     |
| Vesey Street  Portfolio, L.P.                            |
| Merrill  Lynch Private Equity Partners                   |
| 800 Scudders  Mill Road                                  |
| Plainsboro,  NJ 08536                                    |
| Attention:  Mike Cerminaro                               |

 

----

 
| Vesey Street  Fund, L.P.                               |
|--------------------------------------------------------|
| Merrill  Lynch Private Equity Partners                 |
| 800 Scudders  Mill Road                                |
| Plainsboro,  NJ 08536                                  |
| Attention:  Mike Cerminaro                             |
|                                                   |
| Passage  Portfolio, L.P.                               |
| Merrill  Lynch Private Equity Partners                 |
| 800 Scudders  Mill Road                                |
| Plainsboro,  NJ 08536                                  |
| Attention:  Mike Cerminaro                             |
|                                                   |
| Northwestern  University                               |
| Investment  Office                                     |
| 633 Clark  Street, Crown 1-209                         |
| Evanston, IL  60208                                    |
| Attention:  Du H. Chai                                 |
|                                                   |
| Techline  Investment Ltd.                              |
| GIC Special  Investments Pte Ltd                       |
| 156 West 56th  Street                                  |
| Suite 190                                         |
| New York, NY  10019                                    |
| Attention:  David L. Chiang                            |
|                                                   |
| Teachers  Insurance and Annuity Association of America |
| TIAA-CREF                                              |
| 730 Third  Avenue                                      |
| New York, NY  10017                                    |
| Attention:  Holly D. Holtz                             |
|                                                   |
| BVCF IV,  L.P.                                         |
| Adams Street  Partners                                 |
| One North  Wacker                                      |
| Suite 2200                                        |
| Chicago, IL  60606-2807                                |
| Attention:  David S. Timson                            |
|                                                   |
| TCW/Crescent  Mezzanine Trust                          |
| TCW/Crescent  Mezzanine, LLC                           |
| 200 Crescent  Court                                    |
| Suite 1600                                        |
| Dallas, TX  75201                                      |
| Attention:  Tim Costello                               |

 

----

 
| TCW/Crescent  Mezzanine Partners III, L.P.            |
|-------------------------------------------------------|
| TCW/Crescent  Mezzanine, LLC                          |
| 200 Crescent  Court                                   |
| Suite 1600                                       |
| Dallas, TX  75201                                     |
| Attention:  Tim Costello                              |
|                                                  |
| TCW Crescent  Mezzanine Partners III Netherlands, L.P |
| TCW/Crescent  Mezzanine, LLC                          |
| 200 Crescent  Court                                   |
| Suite 1600                                       |
| Dallas, TX  75201                                     |
| Attention:  Tim Costello                              |
|                                                  |
| Randolph  Street Partners V                           |
| c/o Kirkland &  Ellis LLP                    |
| 200 East  Randolph Drive                              |
| Chicago, IL  60601                                    |
| Attention:  Dennis M. 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,  New York 11771     |
|                            |
| Paul Magnell                    |
| Plymouth  Packaging             |
| 4075 West  Columbia Ave.        |
| Battle  Creek, MI 49015         |
|                            |
| Special  Co-Invest I            |
| Madison  Dearborn Partners, LLC |
| Three First  National Plaza     |
| Suite 3800                 |
| Chicago,  Illinois 60602        |
| Attention:  David Mosher        |

 

----