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 • March 8th, 2021 • Ardagh Metal Packaging S.A. • Luxembourg
This Shareholders Agreement (this “Agreement”) is made and entered into as of [·], 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 AGREEMENTServices Agreement • March 8th, 2021 • Ardagh Metal Packaging S.A. • Luxembourg
This SERVICES AGREEMENT, dated as of [·], 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.”
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 • March 8th, 2021 • Ardagh Metal Packaging S.A. • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of [•], 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”), and (c) Gores Sponsor V LLC, a Delaware limited liability company (the “Sponsor”), Randall Bort, William Patton and Jeffrey Rea (collectively, the “Gores Holders”). The Gores Holders, AGSA and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”.
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”).
