KapStone Audit Commitee Charter

KAPSTONE PAPER AND PACKAGING CORPORATION CHARTER OF THE AUDIT COMMITTEE Organization The Audit Committee of KapStone Paper and Packaging Corporation (the “Company”) is appointed by the Board of Directors (the “Board”) to assist the Board in monitoring (1) the integrity of the financial statements of the Company; (2) the compliance by the Company with legal and regulatory requirements and the Company’s Code of Conduct and Ethics; and (3) the independence and performance of the Company’s internal and external auditors. The Audit Committee also serves in an oversight role providing advice, counsel and direction to management and the independent auditors on the basis of the information it receives, discussions with the independent auditors and the experience of the Committee’s members in business, financial and accounting matters. The Audit Committee is comprised of not less than three members who shall meet the independence and experience requirements as provided in the applicable Marketplace Rules of the NASDAQ Stock Market. The members of the Audit Committee, including the designation of the Chair of the Committee, shall be made by the full Board on an annual basis. At least one member of the Audit Committee shall be a financial expert as defined by the Securities and Exchange Commission (the “SEC”). Audit Committee members are generally not expected to serve on the audit committees of more than two other public companies. The Audit Committee shall ...