Mauser Group N.V. Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
Mauser Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] ordinary shares, €0.04 nominal value per share, of the Company (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.” The ordinary shares, €0.04 nominal value per share, of the Company are referred to as the “Ordinary Shares.”
Clayton, Dubilier & Rice, LLCMauser Group B.V. • January 30th, 2017 • Metal shipping barrels, drums, kegs & pails • New York
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • Delaware
Indemnification Agreement, dated as of , 2017, between Mauser Group N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (the “Company”), and (“Indemnitee”).
SHAREHOLDERS’ AGREEMENT of Mauser Group N.V. Dated as of February [●], 2017Shareholders’ Agreement • January 30th, 2017 • Mauser Group B.V. • Metal shipping barrels, drums, kegs & pails • New York
THIS SHAREHOLDERS’ AGREEMENT (as amended and restated from time to time according to its terms, this “Agreement”), dated as of February [●], 2017, relating to Mauser Group N.V., a public company with limited liability (naamloze vennootschap) organized under the laws of the Netherlands (the “Company”), is entered into by and among the Company and CD&R Millennium Holdco 2 S.à r.l., a company organized under the laws of the Grand Duchy of Luxembourg (“CD&R Investor”).
