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”.
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.”
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”).
