SECOND AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • March 16th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of November 26, 2018, by and among (i) BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
UNDERWRITING AGREEMENT B.A.T CAPITAL CORPORATION $850,000,000 5.834% Notes due 2031 $850,000,000 6.000% Notes due 2034 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH AMERICAN TOBACCO P.L.C. and B.A.T. INTERNATIONAL FINANCE...Underwriting Agreement • February 20th, 2024 • British American Tobacco p.l.c. • Cigarettes • New York
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • November 21st, 2008 • British American Tobacco p.l.c. • New York
Dated as of 26 March 2008 BRITISH AMERICAN TOBACCO p.l.c. and JOHN BENEDICT STEVENS SERVICE CONTRACTService Contract • March 20th, 2017 • British American Tobacco p.l.c. • Cigarettes • England
Effective from 1 March 2019 BRITISH AMERICAN TOBACCO p.l.c. and TADEU MARROCO SERVICE CONTRACTAgreement • March 26th, 2020 • British American Tobacco p.l.c. • Cigarettes • England
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED, AS INDICATED BY “[***]”, BECAUSE THEY ARE BOTH (I) NOT MATERIAL AND (II) IS THE TYPE OF INFORMATION THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.Settlement Agreement • February 8th, 2024 • British American Tobacco p.l.c. • Cigarettes • England and Wales
This Settlement Agreement (“Agreement”) by and between: (1) Philip Morris Products S.A., a corporation organised under the laws of Switzerland, with offices at Quai Jeanrenaud 3, 2000 Neuchâtel, Switzerland (“PMP”); and (2) Nicoventures Trading Limited, a company registered in England and Wales with registered office at Globe House, 1 Water Street, London, WC2R 3LA (“BAT”) is entered into as of the Effective Date.
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (“BATCAP”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 16 (this “Supplemental Indenture”), dated as of August 2, 2023 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGER among BRITISH AMERICAN TOBACCO P.L.C., BATUS HOLDINGS INC., FLIGHT ACQUISITION CORPORATION and REYNOLDS AMERICAN INC. Dated as of January 16, 2017Agreement and Plan of Merger • January 17th, 2017 • British American Tobacco p.l.c. • Cigarettes • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“BATUS” and, together with Parent, the “Parent Entities”), Flight Acquisition Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and Reynolds American Inc., a North Carolina corporation (the “Company”).
ContractSupplemental Indenture • October 19th, 2022 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 15 (this “Supplemental Indenture”), dated as of October 19, 2022 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 19th, 2015 • British American Tobacco p.l.c. • Cigarettes
This JOINT FILING AGREEMENT, dated as of June 19, 2015, is between Brown & Williamson Holdings, Inc., Louisville Securities Limited and British American Tobacco p.l.c. (together, the “Joint Filers”).
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 8 (this “Supplemental Indenture”), dated as of September 25, 2020 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • April 2nd, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 5 (this “Supplemental Indenture”), dated as of April 2, 2020, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
BRITISH AMERICAN TOBACCO P.L.C. AND CITIBANK, N.A., As Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE AMENDED AND RESTATED DEPOSIT AGREEMENT, DATED AS OF DECEMBER 1, 2008 Amendment...Deposit Agreement • May 12th, 2017 • British American Tobacco p.l.c. • Cigarettes • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of February 14, 2017 (the “Amendment”), by and among BRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of the United States of America (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares outstanding under the Amended and Restated Deposit Agreement, dated as of December 1, 2008 among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”).
DATED JANUARY 2017Facility Agreement • January 17th, 2017 • British American Tobacco p.l.c. • Cigarettes
ContractSupplemental Indenture • April 2nd, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 7 (this “Supplemental Indenture”), dated as of April 2, 2020, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
UNDERWRITING AGREEMENT $1,000,000,000 2.789% Notes due 2024 $1,000,000,000 3.215% Notes due 2026 $500,000,000 3.462% Notes due 2029 $1,000,000,000 4.758% Notes due 2049 Fully and Unconditionally Guaranteed on a Senior Unsecured Basis by BRITISH...Underwriting Agreement • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
The Notes will be issued pursuant to an indenture to be dated as of September 6, 2019 (the “Base Indenture”), among the Issuer, the Guarantors and Citibank, N.A., as trustee (the “Trustee”), and Citibank, N.A., as paying agent, transfer agent, registrar and calculation agent. Certain terms of the Notes will be established pursuant to supplemental indentures (the “Supplemental Indentures”; together with the Base Indenture, the “Indenture”) to the Base Indenture or an officer’s certificate.
B.A.T CAPITAL CORPORATION as the Company INDENTURE Dated as of September 6, 2019 BRITISH AMERICAN TOBACCO P.L.C. B.A.T. INTERNATIONAL FINANCE P.L.C. B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee...British American Tobacco p.l.c. • September 6th, 2019 • Cigarettes • New York
ContractSupplemental Indenture • February 20th, 2024 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 20 (this “Supplemental Indenture”), dated as of February 20, 2024 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
British American Tobacco p.l.c. (the “Company” or “BAT”)British American Tobacco p.l.c. • May 1st, 2024 • Cigarettes
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 9 (this “Supplemental Indenture”), dated as of September 25, 2020 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • September 25th, 2020 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 11 (this “Supplemental Indenture”), dated as of September 25, 2020 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
British American Tobacco p.l.c.British American Tobacco p.l.c. • October 3rd, 2022 • Cigarettes
B.A.T. INTERNATIONAL FINANCE P.L.C. as the Company INDENTURE Dated as of September 25, 2020 BRITISH AMERICAN TOBACCO P.L.C. B.A.T CAPITAL CORPORATION B.A.T. NETHERLANDS FINANCE B.V. REYNOLDS AMERICAN INC. as Guarantors CITIBANK, N.A. as Trustee...British American Tobacco p.l.c. • September 25th, 2020 • Cigarettes • New York
INDENTURE, dated as of September 25, 2020, among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales, as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales, B.A.T Capital Corporation, a Delaware corporation, B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, and, until its guarantee is released in accordance with this Indenture (if ever), Reynolds American Inc., a North Carolina corporation, as guarantors, Citibank, N.A., as trustee, and Citibank, N.A., as authentication agent, transfer agent, registrar, calculation agent and initial paying agent, unless another paying agent is appointed hereunder prior to the time the Notes are first issued.
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of September 6, 2019, among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
AGREEMENT TO FURNISH DEBT INSTRUMENTSFurnish Debt Instruments • March 20th, 2017 • British American Tobacco p.l.c. • Cigarettes
Pursuant to Item 601(b)(4)(iii) of Regulation S-K (the “Item”), British American Tobacco p.l.c. has not included as an Exhibit any instrument with respect to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of British American Tobacco p.l.c and its subsidiaries on a consolidated basis. British American Tobacco p.l.c. agrees, pursuant to this Item, to furnish a copy of any such instrument to the U.S. Securities and Exchange Commission (the “Commission”) upon request of the Commission.
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of August 2, 2023 among B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (“BATCAP”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 19th, 2017 • British American Tobacco p.l.c. • Cigarettes • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2017, by and among Louisville Securities Limited, a private limited company incorporated under the laws of England and Wales (“Louisville”), and BATUS Holdings Inc., a Delaware corporation (“BATUS”).
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • July 26th, 2016 • British American Tobacco p.l.c. • Cigarettes • Delaware
THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is entered into on July 25, 2016, by REYNOLDS AMERICAN INC. (the “Company”), BROWN & WILLIAMSON HOLDINGS, INC. (“B&W”) and LOUISVILLE SECURITIES LIMITED, a U.K. corporation (“LSL”).
REGISTRATION RIGHTS AGREEMENT by and among each of the Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. as...Registration Rights Agreement • March 15th, 2018 • British American Tobacco p.l.c. • Cigarettes • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 15, 2017, by and among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), British American Tobacco p.l.c., (the “Parent Guarantor”), B.A.T. International Finance p.l.c., Reynolds American Inc., B.A.T. Netherlands Finance B.V. and British American Tobacco Holdings (The Netherlands) B.V. (collectively, the “Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. as representatives (collectively, the “Representatives”) of the initial purchasers (collectively, the “Initial Purchasers”) named in Schedule 1 to the Purchase Agreement (as defined below) as purchasers of the Company’s 2.297% Notes due 2020, 2.764% Notes due 2022, 3.222% Notes due 2024, 3.557% Notes due 2027, 4.390% Notes due 2037, 4.540% Notes due 2047, Floating Rate
Reynolds American Inc. (“RAI”) is pleased to offer you this “Letter Agreement” in connection with the completion of the transactions described in that certain Agreement and Plan of Merger, dated as of January 16, 2017, among British American Tobacco...Restrictive Covenants Agreement • June 2nd, 2017 • British American Tobacco p.l.c. • Cigarettes
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 17 (this “Supplemental Indenture”), dated as of August 2, 2023 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • August 2nd, 2023 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 19 (this “Supplemental Indenture”), dated as of August 2, 2023 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
ContractSupplemental Indenture • September 6th, 2019 • British American Tobacco p.l.c. • Cigarettes • New York
SUPPLEMENTAL INDENTURE NO. 3 (this “Supplemental Indenture”), dated as of September 6, 2019 among B.A.T Capital Corporation, a corporation incorporated in the state of Delaware (the “Company”), as issuer, British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (the “Parent”), B.A.T. International Finance p.l.c., a public limited company incorporated under the laws of England and Wales (“BATIF”), B.A.T. Netherlands Finance B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (“BATNF”), and, until its guarantee is released in accordance with the Base Indenture (if ever), Reynolds American Inc., a North Carolina corporation (“RAI”), as guarantors (the “Guarantors”) and Citibank, N.A., as trustee (the “Trustee”).
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 8th, 2017 • British American Tobacco p.l.c. • Cigarettes
This AMENDMENT, dated as of June 8, 2017 (this “Amendment”) to the Agreement and Plan of Merger (the “Agreement”), dated as of January 16, 2017, among British American Tobacco p.l.c., a public limited company incorporated under the laws of England and Wales (“Parent”), BATUS Holdings Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“BATUS” and, together with Parent, the “Parent Entities”), Flight Acquisition Corporation, a North Carolina corporation and an indirect wholly owned subsidiary of Parent (“Sub”), and Reynolds American Inc., a North Carolina corporation (the “Company”), is made by and among the Parent Entities, Sub and the Company.
