WARRANT AGREEMENT between GORES HOLDINGS V, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2020, is by and between Gores Holdings V, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SHAREHOLDERS AGREEMENTShareholders Agreement • August 10th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • Luxembourg
This Shareholders Agreement (this “Agreement”) is made and entered into as of August 4, 2021 (the “Effective Date”), by and between Ardagh Group S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804 (“AGSA”), and Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465 (“AMPSA”). AGSA and AMPSA are referred to herein individually as a “Party” and together as the “Parties”.
TRANSFER AGREEMENTTransfer Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • Luxembourg
TRANSFER AGREEMENT, dated as of February 22, 2021, by and between Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804 (“AGSA”), and Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465 (“AMPSA”).
SERVICES AGREEMENT by and between ARDAGH GROUP S.A. and ARDAGH METAL PACKAGING S.A. Dated as of August 4, 2021Services Agreement • August 10th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • Luxembourg
This SERVICES AGREEMENT, dated as of August 4, 2021 (this “Agreement”), is made and entered into by and between Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804 (“AGSA”), and Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465 (“AMPSA”). AGSA and AMPSA are referred to individually as a “Party,” and collectively, as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 1st, 2021 • Ardagh Metal Packaging S.A. • Metal cans • Luxembourg
This Indemnification Agreement (this “Agreement”) is made as of [ ] (the “Effective Date”) by and between (i) Ardagh Metal Packaging S.A., a limited liability company incorporated under the laws of Luxembourg, with registered office at 56, rue Charles Martel, L-2134 Luxembourg, Luxembourg, registered with the RCS Luxembourg under number B 251465 (the “Company”), and (ii) [-], a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • New York
SHARE SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of February 22, 2021, by and among (i) the person named on the signature page hereto (the “Purchaser”), (ii) Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, rue Charles Martel, L-2134 Luxembourg, and registered with the Luxembourg Trade and Companies Register under registration number B251465 (the “Company”), and (iii) Gores Holdings V, Inc., a Delaware corporation (“GHV”).
BUSINESS COMBINATION AGREEMENT by and among GORES HOLDINGS V, INC., ARDAGH METAL PACKAGING S.A., ARDAGH MP MERGECO INC. and ARDAGH GROUP S.A. dated as of February 22, 2021Business Combination Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • Delaware
This Business Combination Agreement (this “Agreement”) is made and entered into as of February 22, 2021, by and among Gores Holdings V, Inc., a Delaware corporation (“GHV”), Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465 (“AMPSA”), Ardagh MP MergeCo Inc., a Delaware corporation (“MergeCo”), and Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804 (“Ardagh”). GHV, AMPSA, MergeCo, and Ardagh are referred to herein individually as a “Party” and collectively as the
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • August 10th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of August 4, 2021, by and among (a) Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg (the “Company”), (b) Ardagh Group S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-213134 Luxembourg, Luxembourg (“AGSA”), (c) Gores Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Randall Bort, William Patton and Jeffrey Rea (the “Individual Holders”), and (d) Gores Pipe, LLC, a Delaware limited liability company (“Gores Pipe” and, collectively with Sponsor and the Individual Holders, the “Gores Holders”). The Gores Holders, AGSA and any person or entity who hereafter becomes a party to this Agreement p
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • August 10th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • New York
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 4, 2021, by and among Gores Holdings V, Inc., a Delaware corporation (the “Company”), Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B251465 (“AMPSA”), and Computershare Inc., a Delaware corporation (“Computershare Inc.”), Computershare Trust Company, N.A., a federally chartered trust company and a wholly owned subsidiary of Computershare Inc. (“Trust Company” and together with Computershare Inc., “Computershare”), whereby Computershare shall serve as the successor warrant agent in place of Continental Stock Transfer & Trust Company, a New York corporation (“CST”).
Ardagh Metal Packaging Finance USA LLC, as the US Issuer Ardagh Metal Packaging Finance plc, as the Irish Issuer Ardagh Metal Packaging S.A., as the Company and Citibank, N.A., London Branch, as Trustee and Security Agent Citibank, N.A., London...Indenture • August 8th, 2022 • Ardagh Metal Packaging S.A. • Metal cans • New York
INDENTURE dated as of June 8, 2022 (this “Indenture”), among Ardagh Metal Packaging Finance USA LLC, a Delaware limited liability company (the “US Issuer”), Ardagh Metal Packaging Finance plc, a public limited liability company incorporated under the laws of Ireland (the “Irish Issuer” and together with the US Issuer, the “Issuers”), Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg, having its registered office at 56, rue Charles Martel, L 2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 251465 (the “Company”), Citibank, N.A., London Branch, as Trustee, Security Agent, Principal Paying Agent and Transfer Agent (each as defined below) and Citibank Europe plc, as Registrar (as defined below).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • New York
This Warrant Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [·], 2021, by and among Gores Holdings V, Inc., a Delaware corporation (the “Company”), Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B251465 (“AMPSA”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Ardagh Metal Packaging Finance USA LLC, as the US Issuer Ardagh Metal Packaging Finance plc, as the Irish Issuer Ardagh Metal Packaging S.A., as the CompanyCollateral and Security • April 9th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • New York
SENIOR SECURED INDENTURE dated as of March 12, 2021 (this “Indenture”), among Ardagh Metal Packaging Finance USA LLC, a Delaware limited liability company (the “US Issuer”), Ardagh Metal Packaging Finance plc, a public limited liability company incorporated under the laws of Ireland (the “Irish Issuer” and together with the US Issuer, the “Issuers”), each, following the Transfer Completion Date (as defined below), a wholly-owned subsidiary of Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg, having its registered office at 56, rue Charles Martel, L 2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 251465 (the “Company”), Citibank, N.A., London Branch, as Trustee, Security Agent, Principal Paying Agent and Transfer Agent (each as defined below) and Citigroup Global Markets Europe AG, as Registrar (as defined below).
Exhibit A Business Combination AgreementArdagh Metal Packaging S.A. • June 1st, 2021 • Metal cans
See Annex A to the accompanying proxy statement/prospectus, which sets forth the Business Combination Agreement, as amended by the parties thereto to reflect certain typographical and other immaterial corrections.
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 1st, 2021 • Ardagh Metal Packaging S.A. • Metal cans
AMENDMENT, effective as of March 5, 2021 (this “Amendment”), to the Business Combination Agreement, dated as of February 22, 2021, (the “Business Combination Agreement”), by and among Gores Holdings V, Inc., a Delaware corporation, Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465, Ardagh MP MergeCo Inc., a Delaware corporation, and Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804. Capitalized terms used but not otherwise defined herein shall have the meanings
Ardagh Metal Packaging Finance USA LLC, as the US Issuer Ardagh Metal Packaging Finance plc, as the Irish Issuer Ardagh Metal Packaging S.A., as the CompanySenior Indenture • April 9th, 2021 • Ardagh Metal Packaging S.A. • Metal cans • New York
SENIOR INDENTURE dated as of March 12, 2021 (this “Indenture”), among Ardagh Metal Packaging Finance USA LLC, a Delaware limited liability company (the “US Issuer”), Ardagh Metal Packaging Finance plc, a public limited liability company incorporated under the laws of Ireland (the “Irish Issuer” and together with the US Issuer, the “Issuers”), each, following the Transfer Completion Date (as defined below), a wholly-owned subsidiary of Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of Luxembourg, having its registered office at 56, rue Charles Martel, L 2134 Luxembourg, Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B 251465 (the “Company”), Citibank, N.A., London Branch, as Trustee, Principal Paying Agent and Transfer Agent (each as defined below) and Citigroup Global Markets Europe AG, as Registrar (as defined below).
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 1st, 2021 • Ardagh Metal Packaging S.A. • Metal cans
SECOND AMENDMENT, effective as of May 18, 2021 (this “Second Amendment”), to the Business Combination Agreement, dated as of February 22, 2021, as amended on March 5, 2021 (the “Business Combination Agreement”), by and among Gores Holdings V, Inc., a Delaware corporation, Ardagh Metal Packaging S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B251465, Ardagh MP MergeCo Inc., a Delaware corporation, and Ardagh Group S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg with its registered office at 56, Rue Charles Martel, L-2134 Luxembourg, Luxembourg and registered with the Luxembourg Trade and Companies Register under registration number B160804. Capitalized terms used but not otherwis
