EX-10.2

**Exhibit 10.2 **

***Execution Version ***

Silgan Metal Packaging LLC, a Delaware limited liability company (the “Promisor”, “we” or “us”)

October 17, 2026

Intertrust Corporate Services (Cayman) Limited of One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands (the “Exal Beneficiary”)

and

**ARDAGH GROUP HOLDINGS SARL. **

56, rue Charles Martel

L-2134 Luxembourg, Grand Duchy of Luxembourg (the “Ardagh Beneficiary”)

and

**TRIVIUM PACKAGING B.V. **

Schiphol Boulevard 149

1118 BG Schiphol, the Netherlands (the “Company Beneficiary”)

and

**EXAL HOLDINGS INTERNATIONAL PARENT B.V. **

Schiphol Boulevard 149

1118 BG Schiphol, the Netherlands (the “Blocker Beneficiary”)

acting severally and not jointly for the purposes hereof

(together, the “Beneficiaries”)

and

**ELEMENT HOLDINGS II L.P. **

Intertrust Corporate Services (Cayman) Limited of One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands (solely in its capacity as the “Beneficiary Representative”)

The Promisor, the Beneficiaries and the Beneficiary Representative together, the “Parties” and each a “Party”

**STRICTLY PRIVATE AND CONFIDENTIAL **

**Re: Project Voyage – Put Option Agreement **

Dear Sirs,

We refer to our discussions relating to the contemplated acquisition by the Promisor directly or indirectly of the entire issued share capital in the Company Beneficiary, a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Amsterdam, the Netherlands, and its office at Schiphol Boulevard 149, 1118 BG Schiphol, the Netherlands, registered with the Dutch Trade Register under number 75308789 from the Exal Beneficiary and the Ardagh Beneficiary by way of the acquisition of the Ardagh Seller Shares and the Exal Seller Blocker Shares (the “Transactions”), pursuant to and in accordance with the terms and conditions set forth in the share purchase agreement attached to this letter as Schedule 1 (the “SPA”).

This letter and its schedules (together, as may be amended from time to time, the “Put Option Agreement”) set forth the irrevocable commitment of the Promisor to purchase the Shares on the terms and conditions set forth in the SPA.

Capitalised terms and expressions used and not otherwise defined in this Put Option Agreement shall have the meaning ascribed to them in the SPA and Section 1.3 (Other Definitional and Interpretive Matters) of the SPA shall apply *mutatis mutandis *to this Put Option Agreement as if such Clause had been set out in full in this Put Option Agreement, it being specified that for the purposes of such provision, “Buyer” shall be construed as referring to the Promisor, “Seller Representative” shall be construed as referring to the Beneficiary Representative, “Exal Seller” shall be construed as referring to the Exal Beneficiary, “Ardagh Seller” shall be construed as referring to the Ardagh Beneficiary, “Company” shall be construed as referring to the Company Beneficiary and “Blocker” shall be construed as referring to the Blocker Beneficiary.

**1 Put Option **

**1.1 **The Promisor hereby irrevocably undertakes to directly or indirectly acquire the Shares, at the sole option of the Beneficiary Representative (acting on behalf of the Beneficiaries) (such commitment, the “Put Option”), in accordance with the terms and subject to the conditions set forth in the SPA (the entry into force of which requires only the exercise of the Put Option). The aggregate consideration to be paid by or on behalf of the Promisor to the Exal Beneficiary and the Ardagh Beneficiary for the Shares in the event the Put Option is exercised shall be determined and paid in accordance with Article III of the SPA.

**1.2 **By countersigning this Put Option Agreement, the Beneficiaries accept the Put Option solely as an option, it being expressly agreed by the Promisor that such acceptance shall not constitute, in any manner whatsoever, an undertaking by the Beneficiaries to exercise the Put Option, to execute the SPA and/or to proceed with the Transactions.

**1.3 **This Put Option Agreement shall enter into force on the date hereof (the “Put Option Date”) and shall remain valid until the earlier (the “Expiry Date”) of (a) the date which is five (5) Business Days after the date on which the Consultation Processes and the Merger Code Process (as such terms are defined in Clause 3) have been completed and (b) nine (9) months after the Put Option Date, or until any other date as may be agreed in writing by the Promisor, the Beneficiary Representative and the Beneficiaries (the “Option Period”); provided, that if an Exercise Notice is

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validly delivered prior to the Expiry Date, this Put Option Agreement shall remain in full force and effect until and shall automatically terminate (without any further action by any Party) upon, the earlier of (i) the SPA being executed and entered into in accordance with Clause 2.3 and (ii) the SPA coming into effect in accordance with Clause 2.4.

**2 Exercise of the Put Option **

2.1** **The Put Option may be exercised by the Beneficiary Representative (on behalf of both of the Exal Beneficiary and the Ardagh Beneficiary) at any time after completion of the Consultation Processes and the Merger Code Process until the end of the Option Period by written notice in the form attached hereto as Schedule 2 sent by the Beneficiary Representative (on behalf of the Beneficiaries) to the Promisor in accordance with the provisions of Section 12.7 (Notices) of the SPA (the “Exercise Notice”).

2.2** **If no Exercise Notice has been sent by the end of the Option Period, the Put Option shall automatically lapse without any formality or action on the part of any Party, and each Party shall be released from its obligations under this Put Option Agreement (without prejudice to the liability of any Party for Fraud or Willful Breach of this Put Option Agreement, subject to Clause 7.3) save for the provisions of Clause 7.3, Clause 8 (Exclusivity), Clause 9 (Confidentiality – Publicity), Clause 10.5 (Expense Reimbursement) and Clause 11 (Reference to the provisions of the SPA) below which shall continue to apply in accordance with their terms.

**2.3 **If an Exercise Notice has been sent by the end of the Option Period in accordance with this Put Option Agreement, each Party hereby irrevocably and unconditionally undertakes to sign and enter into the SPA within five (5) Business Days from receipt of the Exercise Notice (the date on which the SPA is so executed and entered into by all parties thereto being the “SPA Execution Date”), and in any event for the Exal Beneficiary and the Ardagh Beneficiary to sell, and for the Promisor to directly or indirectly acquire, as applicable, the Shares in accordance with the terms and subject to the conditions set forth in the SPA.

2.4** **If an Exercise Notice has been sent by the end of the Option Period but the Parties have not signed and entered into the SPA within five (5) Business Days from receipt of the Exercise Notice by the Promisor, the Parties agree that the SPA shall automatically come into effect as if it had been executed on the date falling five (5) Business Days from receipt of the Exercise Notice by the Promisor (the “Effective Date”) and any references to “the date of this Agreement” or any similar expression within the SPA shall be deemed to be references to the Effective Date and the SPA shall be binding and enforceable from such date.

**2.5 **The Promisor hereby acknowledges that by countersigning this Put Option Agreement, the Beneficiaries will not be bound by any obligation of any nature whatsoever in connection with the contemplated Transactions other than the Beneficiaries’ obligations under Clauses 2 (Exercise of the Put Option), 3 (Consultation Processes), 4 (Covenants), 5 (Antitrust Clearances), 7 (Warranties of the Beneficiaries), 8 (Exclusivity), 9 (Confidentiality – Publicity), 10 (Enforcement) and 11 (Reference to the provisions of the SPA) below.

**2.6 **At the time that the SPA is entered into (or comes into effect as per Clause 2.4) and becomes valid and binding on the Promisor and the Beneficiaries, all rights and obligations of the Promisor and the Beneficiaries under this Put Option Agreement (other than Clauses 7.3, 9 (Confidentiality – Publicity) and 11 (Reference to the provisions of the SPA)) shall terminate with immediate effect (except in respect of claims arising out of any antecedent Fraud or Willful Breach of this Put Option Agreement, which shall be subject to Clause 7.3).

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**3 Consultation Processes **

**3.1 **The Promisor acknowledges and agrees that, in accordance with applicable Laws, before any decision is made by the Beneficiaries to exercise the Put Option in connection with the contemplated Transactions, the following works council information and consultation processes in the following Acquired Companies (the “Relevant Group Companies”) shall be performed:

(a) in France,

(i) the central works council of Trivium Packaging West France S.A.S., a French société par actions simplifiée, having its registered office at Bâtiment Kastle 2ter Rue du Château, 92200 Neuilly sur Seine and registered with the Nanterre Trade and Commercial Register under number 383 966 991;

(ii) the central works council of Trivium Metal Packaging France S.A.S., a French société par actions simplifiée, having its registered office atBâtiment Kastle 2ter Rue du Château, 92200 Neuilly sur Seine (France) and registered with the Nanterre Trade and Commercial Register under number 440 088 409; and

(iii) the works council of Trivium Aluminium Packaging France S.A.S., a French société par actions simplifiée, having its registered office at 370 Route de Marcollin, 38270 Beaurepaire (France) and registered with the Vienne Trade and Commercial Register under number 352 678 544,

hereinafter referred to as the “French Works Councils”, and

(b) in the Netherlands,

(i) the European works council that is established for the Company and its subsidiaries in the member states of the European Economic Area, hereinafter referred to as the “European Works Council”; and

(ii) the central works council of Trivium Packaging Netherlands B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, having its official seat (statutaire zetel) in Deventer, the Netherlands, and its office at Zweedsestraat 7, 7418 BG Deventer, the Netherlands, registered with the Dutch Trade Register under number 38006815, hereinafter referred to as the “Dutch Works Council”, and the Dutch Works Council together with the European Works Council and the French Works Councils hereinafter referred to as the “Works Councils”,

shall each be consulted about the contemplated Transactions (the consultation with the French Works Councils referred to as the “French Consultation Process”, the consultation with the European Works Council referred to as the “European Consultation Process”, the consultation with the Dutch Works Council referred to as the “Dutch Consultation Process”, and the French Consultation Process together with the European Consultation Process and the Dutch Consultation Process referred to as the “Consultation Processes”).

3.2** The Promisor acknowledges that the exercise of the Put Option is also subject to completion of the information and consultation process under the Dutch Merger Code (SER Fusiegedragsregels 2015) (the “Merger Code Process”). The Parties* ***undertake to, and procure that the Relevant Group Companies in the Netherlands shall, cooperate and use their respective reasonable best efforts to act in accordance with the Dutch Merger Code and the Beneficiaries shall file a written notification to the Dutch Social Economic Council and the relevant Dutch trade unions within the meaning of the Dutch Merger Code (the “Trade Unions”) agreed in advance by the Parties and sent on behalf of all relevant parties and to invite the Trade Unions to a consultation meeting.

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**3.3 **By signing this Put Option Agreement, the Beneficiaries hereby undertake to use their respective reasonable best efforts so that the Consultation Processes and the Merger Code Process are duly implemented by the Relevant Group Companies as soon as reasonably practicable as from the date hereof. The Beneficiaries shall, and shall procure that each Relevant Group Company shall use reasonable best efforts to convene the first meeting of each Works Council for the purposes of the Consultation Processes as soon as reasonably practicable after the date hereof, and in any event no later than ten (10) Business Days after the date hereof; provided that any failure to hold such meeting within such period due to the availability, conduct or request of the relevant Works Council shall not constitute a breach of this Put Option Agreement; provided, further, that the Beneficiaries shall, and shall procure that each Relevant Group Company shall, in any event convene the first meeting of each Works Council no later than twenty (20) Business Days after the date hereof. The Beneficiaries, within the limit of their respective powers, shall cause each Relevant Group Company to pursue the Consultation Processes and the Merger Code Process diligently.

**3.4 **The Beneficiaries shall keep the Promisor regularly and reasonably informed of the progress of the Consultation Processes and the Merger Code Process, and shall consult with the Promisor on how the Promisor shall participate in and contribute to the Consultation Processes and the Merger Code Process. The Beneficiaries shall, and shall cause each Relevant Group Company to, as soon as reasonably practicable inform the Promisor of any material issues arising from the Consultation Processes and promptly provide the Promisor with copies of any material written documentation exchanged in the context of the Consultation Processes and the Merger Code Process, including any minutes of meetings with the relevant Works Council or Trade Union and written questions and answers, to the extent relating to the contemplated Transactions; provided, that the Beneficiaries may withhold or redact any document (or portions thereof) or information that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, on the advice of legal counsel, would reasonably be expected to risk a waiver of such privilege, or if the provision of access to such document (or portion thereof) or information, on the advice of legal counsel, would reasonably be expected to conflict with applicable Law or conflict with any confidentiality obligations to which any Beneficiary is bound (it being agreed that, in the event any of the foregoing restrictions apply, the Beneficiaries shall provide the Promisor with a reasonably detailed description and summary of the information not provided and shall cooperate in good faith with the Promisor to design and implement alternative disclosure arrangements to enable the Promisor to evaluate such information, in each case, without jeopardizing any such privilege or violating any such Law or confidentiality obligation). To the extent any material communication is provided orally, the Beneficiaries shall promptly provide the Promisor a reasonably detailed summary of such communication. Any material document or written communication relating to the Promisor or any of its Affiliates shall only be submitted to the Works Councils or Trade Unions upon the Promisor’s prior written consent (not to be unreasonably withheld, conditioned or delayed). With respect to any other material document or written communication, the Promisor may submit any comments within two (2) Business Days from receipt of such materials and the Beneficiaries shall in good faith review, consider and incorporate any reasonable comments of the Promisor. The Beneficiaries shall, and shall cause each Relevant Group Company to, as soon as reasonably practicable and in any event promptly upon becoming aware of the same, notify the Promisor of any opinion (whether express or deemed) rendered by a Works Council in connection with the Consultation Processes, and provide the Promisor with a copy of any written advice or opinion so rendered and, to the extent a copy thereof is received by the Beneficiaries or any Relevant Group Company, a copy of the minutes of the relevant Works Council meeting(s) recording such opinion. Without limiting the foregoing, the Promisor shall have the right to withhold or redact any document (or portions thereof) or information relating to the Promisor or its Affiliates before such document or information is disclosed to the Works Councils or the Trade

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Unions that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, on the advice of legal counsel, would reasonably be expected to risk a waiver of such privilege, or if the provision of access to such document (or portion thereof) or information, on the advice of legal counsel, would reasonably be expected to conflict with applicable Law.

3.5** **The Promisor hereby undertakes to use reasonable best efforts to cooperate with Beneficiaries in connection with the Consultation Processes and the Merger Code Process and any part thereof and such cooperation shall include:

(a) Upon reasonable request from the Beneficiaries or any Relevant Group Company, provide the Beneficiaries or such Relevant Group Company with any relevant response, document or information (including documentation presenting the Promisor’s background, history, portfolio, activities, as well as the structure chart of the Promisor and its Affiliates, the financing of the contemplated Transactions and its prospects for the Acquired Companies, the expected consequences of the contemplated Transactions for the employees of the Relevant Group Companies and the measures envisaged by the Promisor for dealing with such consequences, which Relevant Group Companies may disclose to the Works Councils or the Trade Unions at an appropriate point in time) for the purposes of the Consultation Processes and the Merger Code Process, including in order to answer promptly to the questions that may be raised by the Works Councils or the Trade Unions (or by any expert appointed by any of the Works Councils or Trade Unions as part of the Consultation Processes and/or the Merger Code Process), as soon as practicable following receipt of a request thereto in writing from any of the Beneficiaries, but in any event within 3 Business Days of receipt of such request; provided that the Promisor may redact from any such response, document or information any privileged information, business secrets or other commercially sensitive information;

(b) upon request from the Beneficiaries or any Relevant Group Company, with reasonable advance notice, participate in the Consultation Processes and the Merger Code Process and cause appropriately senior representatives of the Promisor or its Affiliates to attend meetings with the Works Councils or Trade Unions organised by the Relevant Group Companies as part of the Consultation Processes and the Merger Code Process; and

(c) cooperate with the Beneficiaries and each Relevant Group Company in connection with the Consultation Processes and the Merger Code Process with a view to obtaining the opinion or advice, as applicable, of the Works Councils and/or the Trade Unions as soon as practicable as from the date hereof and avoid taking any act likely to prevent or materially delay the obtaining of the opinion or advice, as applicable, of the Works Councils and/or the Trade Unions. The Parties acknowledge that in the context of the European Consultation Process, the Dutch Consultation Process and the Merger Code Process, the European Works Council, the Dutch Works Council and the Trade Unions, respectively, may seek certain commitments in writing from a Relevant Group Company or the Parties. The Beneficiaries shall notify the Promisor of any request, commitment or relevant condition raised by the European Works Council in the context of the European Consultation Process, the Dutch Works Council in the context of the Dutch Consultation Process or by the Trade Unions in the context of the Merger Code Process and the Parties shall discuss in good faith any such requests, commitments or relevant conditions as needed to complete the applicable Consultation Process or the Merger Code Process; provided, that no Beneficiary or Relevant Group Company shall give any commitment, undertaking or representation to any of the Works Councils (including, for the avoidance of doubt, the French Works Councils) or Trade Unions that would bind the Promisor, the Acquired Companies or any assets comprising the Transactions without the Promisor’s prior written consent, and the Beneficiaries and the Relevant Group Companies may otherwise make any such commitments only to the extent consistent with the information and

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measures provided by the Promisor pursuant to Clause 3.5. The Parties shall carefully consider the European Works Council’s opinion, and the Dutch Works Council’s advice that may be useful to the decision making process and the opinion of the Trade Unions and discuss in good faith whether and to what extent the terms of the SPA should be amended, modified or otherwise altered to accommodate the European Works Council’s opinion, the Dutch Works Council’s advice and, if provided, the opinion of the Trade Unions (without any binding obligation of any Party to agree any changes of the SPA).

**3.6 **The Promisor understands that, following completion of the Consultation Processes and the Merger Code Process, a final decision will be made by the Beneficiaries regarding the contemplated Transactions, it being specified that for the purpose of this Put Option Agreement:

(a) the French Consultation Process shall be completed or deemed to have been completed in relation to the contemplated Transactions on the earlier of:

(i) the completion of the French Consultation Process by issuance of the last opinion (either positive, negative, or neutral) delivered by the French Works Councils with respect to the contemplated Transactions within the applicable maximum legal deadline set forth under the French labour code or any longer period prescribed by any applicable collective bargaining agreements (provided that the Parties have not agreed through a method agreement an extension of the applicable maximum legal deadline set forth under the French labour code); and

(ii) in the absence of all opinions from the French Works Councils, the latter of the dates on which each of the French Works Councils will be deemed to have rendered its final opinion, as determined in good faith by the Beneficiaries in consultation with the Promisor, following the expiry of (i) the period prescribed by provisions of the French labour code or (ii) any longer period prescribed by any applicable collective bargaining agreements (provided that the Parties have not agreed through a method agreement an extension of the applicable maximum legal deadline set forth under the French labour code), or as may be ordered by a competent court in accordance with applicable law, and

(b) the European Consultation Process shall be completed or deemed to have been completed in relation to the contemplated Transactions upon the earlier of:

(i) receipt of the verbal or written opinion of the European Works Council on the contemplated Transactions;

(ii) receipt of a written confirmation from the European Works Council that consultation on the contemplated Transactions can be considered completed; and

(iii) the expiration of eight weeks after the first meeting with the European Works Council on the contemplated Transactions after the date of this Put Option Agreement.

The Parties agree that they shall in good faith discuss and consider the opinion given by the European Works Council.

(c) the Dutch Consultation Process shall be completed if: (i) it is completed in a way that is consistent with the Dutch Works Council’s advice; (ii) the Dutch Works Council has waived its right of advice in writing; or (iii) it is completed in a way that deviates from the Dutch Works Council’s advice and:

(i) the Dutch Works Council has waived its rights in writing to initiate legal proceedings pursuant to article 26 of the Dutch Works Councils Act; or

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(ii) the applicable one (1) month waiting period pursuant to article 25(6) of the Dutch Works Councils Act has lapsed without the Dutch Works Council having initiated legal proceedings pursuant to article 26 of the Dutch Works Councils Act; or

(iii) any legal proceedings initiated by the Dutch Works Council pursuant to article 26 of the Dutch Works Councils Act (including any appeals) have been dismissed to the effect that no measures obstructing the implementation of the contemplated Transactions are imposed by the Dutch Enterprise Chamber (Ondernemingskamer) and any such dismissal is no longer subject to appeal (in kracht van gewijsde). In the event that the Dutch Enterprise Chamber in a final order decides in favour of the Dutch Works Council, the Beneficiaries will re-open the consultation with the Dutch Works Council taking the Dutch Enterprise Chamber’s decision into account. The Beneficiaries shall discuss in good faith with the Promisor (without any binding obligation of any of the Parties to agree any changes) whether and to what extent the terms of the contemplated Transactions should be altered to accommodate the outcome of this second round of the Dutch Consultation Process and the Dutch Enterprise Chamber’s decision; and

(d) the Merger Code Process shall be deemed completed if: (i) the Dutch Social Economic Council has been notified; (ii) the Trade Unions have been notified and invited to a consultation meeting; and (iii) the earlier of (a) none of the Trade Unions having responded to the notifications referred to above within one (1) month of their issuance, (b) the Trade Unions all having informed the Relevant Group Company, or one of the Parties, of their views on the contemplated Transactions and such views having been discussed in good faith and considered by the Parties, (c) the Trade Unions all having indicated that they are not interested in a consultation meeting with any of the Parties or the Relevant Group Company in respect of the contemplated Transactions, or (d) a combination of the above.

**3.7 **The Beneficiaries shall notify the Promisor of the completion of each of the Consultation Processes and the Merger Code Process, as soon as reasonably practicable, after such completion occurs, and, in any event within two Business Days of each of such completions.

3.8** **Subject to the limitations set forth in Clause 3.5, the Promisor undertakes to use reasonable best efforts to take any actions which may be required to complete the Consultation Processes and the Merger Code Process. The Beneficiaries and the Promisor agree to act in good faith in relation to the contemplated Transactions, the Consultation Processes and the Merger Code Process. Notwithstanding anything to the contrary in this Put Option Agreement, in no event shall the Promisor or any of its Affiliates be required to offer, give or agree to any commitment, undertaking or assurance to any Works Council or any Trade Union (or any expert appointed by any of them) or to agree to any amendment, modification or alteration of the SPA or any other Transaction Document, and no failure or refusal by the Promisor or any of its Affiliates to do any of the foregoing shall constitute a breach of Clause 3.5, this Clause 3.8 or Clause 10.6 or a failure to use reasonable best efforts hereunder.

**3.9 **Any document or information provided by the Promisor to the Beneficiaries or any Relevant Group Company for the purposes of the Consultation Processes shall be treated as confidential, and the Beneficiaries shall procure, to the extent permitted by applicable Laws, that the members of each Works Council and any expert appointed by a Works Council as part of the Consultation Processes are reminded of the confidential nature of such document or information and of their duty of discretion under applicable Laws.

**3.10 **All costs and expenses incurred in connection with the Consultation Processes and the Merger Code Process (including the fees and expenses of any expert appointed by any Works Council or any Trade Union) shall be borne by the Company Beneficiary, and the Promisor shall bear the costs and expenses of its own cooperation pursuant to this Clause 3.

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**4 Covenants **

4.1** Until the earlier of the Expiry Date and the SPA Execution Date (or Effective Date, as applicable), the provisions of Section 8.1 (Access to Information), Section 8.2 (Conduct of the Business Pending the Closing), Section 8.4 (Further Assurances), Section 8.7 (Publicity), Section 8.8 (Conduct of the Parties Prior to the Closing), Section 8.10 (Buyer*’s Obligations in Respect of Financing*), Section 8.11 (*Company’*s Obligations in Respect of Financing), Section 8.12 (Tax Matters), Section 8.13 (R&W Insurance Policy), Section 8.17 (Pre-Closing Sharing of Data), Section 8.18 (Litigation Support), Section 8.19 (Treatment of Senior Secured Notes Indentures), Section 8.20 (Title Insurance and Survey; Environmental Site Assessments), Section 8.21 (Project Vulcan Transaction), Section 8.22 (Third-Party Consents), Section 8.23 (Exercise of Lease Buy-Out Option or Lease Extension Option), Section 8.25 (Redemption; Voting Agreements), Section 8.26 (Restructuring Projects) and Section 8.27 (Releases) of the SPA shall apply mutatis mutandis as if such Clauses had been set out in full in this Put Option Agreement, it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary” and the “Ardagh Beneficiary”.

**5 Antitrust Clearances **

5.1** **Until the earlier of the Expiry Date and the SPA Execution Date (or Effective Date, as applicable), Section 8.3 (Regulatory Approvals) of the SPA shall apply *mutatis *mutandis as if such Clause had been set out in full in this Put Option Agreement, it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary” and the “Ardagh Beneficiary”.

5.2** **Each of the Parties agrees that, until the Put Option has been exercised, if any of the conditions set forth in Section 9.1(a) or Section 9.1(b) of the SPA is no longer capable of being satisfied on or before the Termination Date, the Beneficiaries shall have the right to terminate this Put Option Agreement by written notice served to the other Parties, without prejudice to the liability of any Party for Fraud or Willful Breach of this Put Option Agreement prior to such termination, subject to Clause 7.3.

5.3** **In the event this Put Option Agreement is terminated pursuant to Clause 5.2, each Party shall be released from its obligations under this Put Option Agreement (without prejudice to the liability of any Party for Fraud or Willful Breach of this Put Option Agreement, subject to Clause 7.3) save for the provisions of Clause 7.3, Clause 9 (Confidentiality – Publicity) and Clause 11 (Reference to the provisions of the SPA).

**6 Warranties of the Promisor **

6.1** The Promisor hereby warrants to the Beneficiaries that each statement set forth in Article VII (Representations and Warranties of Buyer) of the SPA is true and accurate as at the date of this Put Option Agreement, as if such Clause were set out in full in the Put Option Agreement, it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary”** and the “Ardagh Beneficiary”.

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**7 Warranties of the Beneficiaries **

7.1** Subject to Clause 7.3 below, each of the Exal Beneficiary and the Ardagh Beneficiary warrants (only with respect to itself and not with respect to any other Beneficiary) to the Promisor that the statements set out in Article IV (Representations and Warranties Regarding the Sellers) of the SPA are true and accurate as at the date of this Put Option Agreement, the Blocker Beneficiary warrants to the Promisor that the statements set out in Article V (Representations and Warranties Regarding the Blocker) of the SPA are true and accurate as at the date of this Put Option Agreement, and the Company Beneficiary warrants to the Promisor that the statements set out in Article VI (Representations and Warranties Regarding the Acquired Companies) of the SPA are true and accurate as at the date of this Put Option Agreement, it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary”** and the “Ardagh Beneficiary”.

**7.2 **Each of the Beneficiaries represents and warrants that: (a) neither it nor any Acquired Company, nor any of its or their respective officers, directors, agents, advisers, representatives or employees are now, directly or indirectly, in discussions or negotiations relating to a Competing Proposal (as defined in Clause 8.1 below) with any Person; (b) any data room access that may have been previously provided to any Person other than the Promisor has been discontinued as of the date hereof and will not be granted to any Person other than the Promisor and its representatives and advisers; and (c) the Promisor has an exclusive right to proceed with the Transactions.

7.3** This Put Option Agreement and all obligations of the Parties hereunder (including, for the avoidance of doubt, Clauses 2, 3, 4, 5, 6, 7.1, 7.2 and 8) shall be subject to Section 10.2 (Effect of Termination) of the SPA and such clause shall be incorporated by reference into this Put Option Agreement it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary”** and the “Ardagh Beneficiary”. Each of the Buyer Damages Cap and the Seller Damages Cap (each as defined in the SPA) shall apply once to all liability for breach of this Put Option Agreement and for breach of the SPA prior to the Closing in the aggregate and shall not apply to, or be reduced by, the Expense Reimbursement. For the avoidance of doubt, in no event shall any Party be entitled to recover any amount more than once in respect of the same matter arising from the same set of facts under this Put Option Agreement and the SPA.

**8 Exclusivity **

8.1** **As from the date hereof and until the earlier of: (i) the SPA Execution Date (or Effective Date, as applicable); and (ii) the date that is twelve (12) months after the Put Option Date (the “Exclusivity Period”), the Beneficiaries shall not, and shall procure that none of their respective Affiliates shall:

(a) (i) initiate, solicit, encourage or facilitate any inquiry, proposal or offer by any person or entity other than the Promisor, its Affiliates and/or any of its Representatives with respect to (x) the transfer of all or part of the Shares or (y) any other transaction similar to, or having the same purpose as the contemplated Transactions (any such inquiry, proposal or offer, a “Competing Proposal”), (ii) enter into, continue, or participate in any discussions or negotiations with any person or entity (other than the Promisor, its Affiliates and/or any of its Representatives) with respect to any Competing Proposal or (iii) make any offer to, or enter into any agreement with, any person or entity (other than the Promisor, its Affiliates and/or any of its Representatives) with respect to any Competing Proposal; or

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(b) furnish any information or afford access to the business, financial position, properties, assets, or the books and records of the Company and its subsidiaries to any person or entity (other than the Promisor, its Affiliates and/or any of its Representatives) in connection with any Competing Proposal.

**9 Confidentiality – Publicity **

**9.1 **The provisions of Section 8.5 (Confidentiality) and Section 8.7 (Publicity) of the SPA shall apply *mutatis mutandis *to this Put Option Agreement, subject only to such disclosures that are required or contemplated under this Put Option Agreement, it being specified that for the purposes of this provision, “SPA” or “Agreement” shall be construed as referring to the “Put Option Agreement”, “Buyer” shall be construed as referring to the “Promisor” and “Sellers” shall be construed as referring to the “Exal Beneficiary” and the “Ardagh Beneficiary”.

**10 Enforcement **

**10.1 **Subject to Clauses 2.2, 5.2 and 10.6, the Promisor expressly agrees that: (i) its obligations under this Put Option Agreement, in particular the undertakings set out in Clause 2.3, to acquire the Shares in accordance with the terms and subject to the conditions of the SPA, are irrevocable and unconditional and may not be withdrawn for any reason whatsoever (including, for the avoidance of doubt, prior to the exercise of the Put Option) and (ii) the SPA shall be valid, binding and enforceable in accordance with its terms upon execution of the SPA in accordance with Clause 2.3 or on the date falling five (5) Business Days after receipt of the Exercise Notice by the Promisor in accordance with Clause 2.4 (whether or not the SPA has been signed), and the sale of the Shares shall be consummated at the Closing pursuant to the terms and conditions of the SPA.

**10.2 **Subject to Clauses 2.2, 5.2 and 10.6, the Promisor acknowledges that the Put Option is unconditional and irrevocable and therefore undertakes not to withdraw the Put Option until the Expiry Date. Any withdrawal of the Put Option by the Promisor shall not prevent the performance of the Transactions under the terms of the SPA (whether executed or not) to the extent the Beneficiary Representative (on behalf of the Beneficiaries) delivers an Exercise Notice before the Expiry Date.

**10.3 **The validity and enforceability of the Put Option Agreement is not subject to the execution of the SPA and accordingly, upon exercise of the Put Option and execution of the SPA by the Beneficiaries and the Beneficiary Representative (or on the date falling five (5) Business Days after receipt of the Exercise Notice by the Promisor in accordance with Clause 2.4), the Promisor shall be bound to acquire the Shares at the Closing at the price and on and subject to the other terms and conditions of the SPA, whether or not the SPA has been executed by the Promisor.

**10.4 **Without prejudice to any other rights or remedies which any Party may have, each Party acknowledges and agrees that damages may not be an adequate remedy for any breach of the provisions of this Put Option Agreement and the Parties shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provision, in addition to the right to Expense Reimbursement of the Promisor under Clause 10.5, and no proof of special damages shall be necessary for the enforcement by the Parties of the rights under this Put Option Agreement.

10.5** **If (a) the Consultation Processes and the Merger Code Process have been validly completed in accordance with this Put Option Agreement and (b) the Beneficiary Representative (on behalf of the Beneficiaries) have not delivered an Exercise Notice on or prior to the Expiry Date (a “Non-Exercise Event”), then the Beneficiaries shall each pay to the Promisor an amount equal to its portion (as determined in accordance with this Section 10.5) of the reasonable and documented

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out-of-pocket third party costs, fees and expenses actually incurred by the Promisor and its Affiliates in connection with the Transactions prior to the earlier of (x) the Expiry Date and (y) the date of the termination or lapse of this Put Option Agreement (including the fees, costs and expenses of legal, financial, accounting and tax advisors actually incurred by the Promisor and its Affiliates, whether or not paid thereafter, and any non-refundable premiums, underwriting fees and other costs incurred by the Promisor and its Affiliates with respect to any R&W Insurance Policy and the insurance policy with respect to the item set forth in Schedule 8.12(f)(i) of the Company Disclosure Schedules to the SPA) (the “Expense Reimbursement”), such payment to be made no later than 10 Business Days following delivery by the Promisor to the Beneficiaries of a written statement itemizing such costs, fees and expenses, accompanied by copies of the applicable invoices and such other reasonable supporting documentation as the Beneficiary Representative may request (which statement shall be delivered no later than 10 Business Days following the Expiry Date or, if applicable, the date of such termination or lapse); provided that such Expense Reimbursement shall in no event exceed an amount equal to $40,000,000 in the aggregate. For purposes of this Clause 10.5, “Affiliates” of the Promisor shall include AIP, LLC, Fund IX and any of their respective Affiliates, investment vehicles, funds or any other similar entities but shall exclude portfolio companies. For the avoidance of doubt, (1) nothing in this Clause 10.5 shall be construed as creating any obligation on the Beneficiary Representative (on behalf of the Beneficiaries) to deliver an Exercise Notice or otherwise to exercise the Put Option, (2) no Expense Reimbursement shall be payable in respect of any lapse or termination of this Put Option Agreement other than as a result of a Non-Exercise Event, (3) in no event shall the Beneficiaries be required to pay the Expense Reimbursement on more than one occasion, (4) the obligations and liabilities of each of the Exal Beneficiary and the Ardagh Beneficiary under this Clause 10.5 shall be several, and not joint or joint and several, and each of them shall be liable only for its Pro Rata Share (being 57.75% in the case of the Exal Beneficiary and 42.25% in the case of the Ardagh Beneficiary) of the Expense Reimbursement; no failure by either of them to pay its Pro Rata Share shall increase the liability of the other, and neither the Company Beneficiary nor the Blocker Beneficiary shall have any liability under this Clause 10.5 and (5) notwithstanding anything to the contrary in this Put Option Agreement or the SPA, other than in the case of Fraud or Willful Breach prior to a Non-Exercise Event, the Expense Reimbursement shall be the sole and exclusive remedy of the Promisor and its Affiliates against the Beneficiaries and their respective Affiliates in respect of an Non-Exercise Event; provided that the right of the Promisor to pursue damages for Willful Breach by the Beneficiaries shall be in lieu of, and not in addition to, the right to receive the Expense Reimbursement, such that (x) if the Promisor commences any Legal Proceeding seeking monetary damages in respect of any Willful Breach by the Beneficiaries, the Beneficiaries shall have no obligation to pay the Expense Reimbursement (and to the extent already paid, the Promisor shall promptly repay to each Beneficiary the portion of the Expense Reimbursement it has already paid upon the earlier to occur of (A) the filing by the Promisor, with a court of competent jurisdiction, of a complaint asserting a claim for monetary damages in respect of a Willful Breach by the Beneficiaries and (B) the delivery by the Promisor to the Beneficiaries of a written notice expressly electing to pursue monetary damages in respect of a Willful Breach by the Beneficiaries in lieu of the Expense Reimbursement), and (y) if the Promisor has not delivered such a notice or filed such a complaint on or prior to the date that is 90 days following the Non-Exercise Event (or, if later, 90 days following the Promisor’s receipt of the full Expense Reimbursement), the Promisor and its Affiliates shall be deemed to have irrevocably elected to receive the Expense Reimbursement and to have waived and released any and all claims against the Beneficiaries in respect of any Willful Breach by the Beneficiaries. For purposes of this Put Option Agreement, “Willful Breach” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes a material breach of any covenant set forth in this Put Option Agreement (including any provision of the SPA incorporated herein pursuant to Clause 4.1 or Clause 11), with actual knowledge that such act or failure to act would reasonably be expected to constitute a material

12

breach of this Put Option Agreement (including any provision of the SPA incorporated herein pursuant to Clause 4.1 or Clause 11). The Beneficiaries undertake not to challenge the validity or enforceability of (i) the Promisor’s entitlement to the Expense Reimbursement upon the occurrence of a Non-Exercise Event without prejudice to their right to dispute whether a Non-Exercise Event has occurred, and/or (ii) the Promisor’s right to seek damages in the event of a Willful Breach by the Beneficiaries or the Company. The provisions of this Clause 10.5 are an integral part of this Put Option Agreement without which the Promisor would not have entered into this Put Option Agreement.

**10.6 **In the event this Put Option Agreement is terminated (whether pursuant to this Clause 10, pursuant to Clause 1.3, 2.6 or 5.2 or because the Beneficiary Representative (on behalf of the Beneficiaries) have not delivered an Exercise Notice on or prior to the Expiry Date), each Party shall be released from its obligations under this Put Option Agreement (without prejudice to the liability of any Party for Fraud or Willful Breach of this Put Option Agreement prior to such termination or lapse, subject to Clause 7.3) save for the provisions of Clause 7.3, Clause 9 (Confidentiality – Publicity), Clause 10 (Enforcement) (including Clause 10.5 (Expense Reimbursement) and Clause 11 (Reference to the provisions of the SPA). In addition, if the termination of this Put Option Agreement results from the Beneficiary Representative (on behalf of the Beneficiaries) deciding not to deliver an Exercise Notice on or prior to the Expiry Date (outside any early termination case pursuant to Clause 1.3, 2.6, 5.2 or 10), the provisions of Clause 8 (Exclusivity) shall also survive until the earlier of (i) the expiration of the Exclusivity Period and (ii) the first date on which (x) the Expense Reimbursement has been paid in full in accordance with Clause 10.5, and (y) the Promisor and its Affiliates irrevocably elect to receive (or are deemed to have irrevocably elected to receive pursuant to Clause 10.5) the Expense Reimbursement and waive and release (or are deemed to have waived and released pursuant to Clause 10.5) any and all claims against the Beneficiaries in respect of any Willful Breach by the Beneficiaries.

**11 Reference to the provisions of the SPA **

**11.1 **Article I (Definitions); Section 10.3(d) (solely as it relates to the Debt Financing Sources); Section 12.2 (Expenses); Section 12.4 (Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury); Section 12.5 (Entire Agreement); Section 12.6 (Amendments and Waivers); Section 12.7 (Notices); Section 12.8 (Severability); Section 12.9 (Binding Effect; Assignment); Section 12.10 (No Third Party Beneficiaries); Section 12.12 (Non-Recourse); Section 12.15 (Counterparts); Section 12.16 (Seller Representative) and Section 12.17 (Debt Financing Sources) of the SPA shall be deemed incorporated and applicable to this Put Option Agreement as if such Clauses were set out in this Put Option Agreement.

**11.2 **Where any provision of the SPA is deemed applicable to this Put Option Agreement, it is specified for the sake of clarity that any reference in the SPA (i) to “this Agreement” (or a similar expression) shall be construed as referring to the Put Option Agreement; (ii) to the “Sellers” shall be construed as referring to the Exal Beneficiary and the Ardagh Beneficiary, (iii) to the “Seller Representative” shall be construed as referring to the Beneficiary Representative, (iv) to the “Buyer” shall be construed as referring to the Promisor, (v) to the “Company” shall be construed as referring to the Company Beneficiary and (vi) to the “Blocker” shall be construed as referring to the Blocker Beneficiary.

This Put Option Agreement has been entered into by the Parties on the date first above written.

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Executed by ELEMENT HOLDINGS II L.P.

By: ELEMENT GENERAL PARTNER, LTD., its general partner

[Signature Page to Put Option Agreement]

Executed by ARDAGH GROUP HOLDINGS SARL.

[Signature Page to Put Option Agreement]

Executed by TRIVIUM PACKAGING B.V.

[Signature Page to Put Option Agreement]

Executed by EXAL HOLDINGS INTERNATIONAL PARENT B.V.

[Signature Page to Put Option Agreement]

Executed by ELEMENT HOLDINGS II L.P., solely in its capacity as the Beneficiary Representative

By: ELEMENT GENERAL PARTNER, LTD., its general partner

[Signature Page to Put Option Agreement]

Executed by SILGAN METAL PACKAGING LLC

[Signature Page to Put Option Agreement]

**Schedule 1 **

**SPA **

See attached document.

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**SHARE PURCHASE AGREEMENT **

**BY AND AMONG **

**SILGAN METAL PACKAGING LLC, **

**THE SELLERS, **

**EXAL HOLDINGS INTERNATIONAL PARENT B.V., **

**TRIVIUM PACKAGING B.V., **

**AND **

**ELEMENT HOLDINGS II LP, **

**as the Seller Representative **

Dated as of [•], 2026

**TABLE OF CONTENTS **

| | | | | | | | | | | ------------------------------------------------------------------- | - | :--: | : | ------------------------------------------- | - | ----- | -------: | ----- | | | | | | | | | | | | | | | | | | | Page | | | | | | | | | | | | | ARTICLE I DEFINITIONS | | | | | | ** ** | 3 | ** ** | | | | | | | | | | | | | | 1.1 | | Certain Definitions | | | 3 | | | | | 1.2 | | Terms Defined Elsewhere in this Agreement | | | 24 | | | | | 1.3 | | Other Definitional and Interpretive Matters | | | 27 | | | | | | | | | | | | | ARTICLE II SALE AND PURCHASE OF THE SHARES; CLOSING | | | | | | ** ** | 30 | ** ** | | | | | | | | | | | | | | 2.1 | | Sale and Purchase of the Shares | | | 30 | | | | | 2.2 | | Closing | | | 30 | | | | | 2.3 | | Closing Deliveries of the Parties | | | 31 | | | | | 2.4 | | Allocation Schedule | | | 34 | | | | | 2.5 | | Post-Closing Register Updates | | | 34 | | | | | | | | | | | | | ARTICLE III PURCHASE PRICE | | | | | | ** ** | 34 | ** ** | | | | | | | | | | | | | | 3.1 | | Estimated Statement | | | 34 | | | | | 3.2 | | Closing Date Payments by Buyer | | | 35 | | | | | 3.3 | | Closing Statement | | | 36 | | | | | 3.4 | | Withholding | | | 40 | | | | | | | | | | | | | ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS | | | | | | ** ** | 40 | ** ** | | | | | | | | | | | | | | 4.1 | | Organization and Good Standing | | | 40 | | | | | 4.2 | | Authorization of Agreement | | | 40 | | | | | 4.3 | | Ownership of the Shares | | | 41 | | | | | 4.4 | | Non-contravention | | | 41 | | | | | 4.5 | | Litigation | | | 41 | | | | | 4.6 | | Brokers’ Fee | | | 42 | | | | | 4.7 | | Leakage | | | 42 | | | | | 4.8 | | Portfolio Company Arrangements | | | 42 | | | | | 4.9 | | 30% Rule Vehicles | | | 42 | | | | | 4.10 | | Non-Reliance | | | 43 | | | | | | | | | | | | | ARTICLE V REPRESENTATIONS AND WARRANTIES REGARDING THE BLOCKER | | | | | | ** ** | 43 | ** ** | | | | | | | | | | | | | | 5.1 | | Organization and Good Standing | | | 43 | | | | | 5.2 | | Authorization of Agreement | | | 43 | | | | | 5.3 | | Ownership of the Shares; Capitalization | | | 44 | | | | | 5.4 | | Non-contravention | | | 44 | | | | | 5.5 | | Litigation | | | 45 | | | | | 5.6 | | Compliance with Laws | | | 45 | | | | | 5.7 | | Holding Company | | | 45 | | | | | 5.8 | | Tax Matters | | | 45 | | | | | 5.9 | | Related Party Agreements | | | 47 | | | | | 5.10 | | Brokers’ Fee | | | 47 | |

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**TABLE OF CONTENTS **

| | | | | | | | | | | ------------------------------------------------------------------------------ | - | :--: | : | ------------------------------------------ | - | ----- | -------: | ----- | | | | | | | | | | | | | | | | | | | Page | | | | | | | | | | | | | ARTICLE VI REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES | | | | | | ** ** | 48 | ** ** | | | | | | | | | | | | | | 6.1 | | Organization and Good Standing | | | 48 | | | | | 6.2 | | Authorization of Agreement | | | 48 | | | | | 6.3 | | Conflicts; Consents of Third Parties | | | 48 | | | | | 6.4 | | Capitalization | | | 49 | | | | | 6.5 | | Subsidiaries | | | 50 | | | | | 6.6 | | Financial Statements | | | 51 | | | | | 6.7 | | No Undisclosed Liabilities | | | 52 | | | | | 6.8 | | Absence of Certain Developments | | | 52 | | | | | 6.9 | | Taxes | | | 53 | | | | | 6.10 | | Real Property | | | 56 | | | | | 6.11 | | Personal Property | | | 57 | | | | | 6.12 | | Intellectual Property | | | 58 | | | | | 6.13 | | Material Contracts | | | 59 | | | | | 6.14 | | Employee Benefit Plans | | | 61 | | | | | 6.15 | | Labor | | | 65 | | | | | 6.16 | | Litigation | | | 66 | | | | | 6.17 | | Compliance with Laws; Permits | | | 67 | | | | | 6.18 | | International Trade and Improper Payments | | | 68 | | | | | 6.19 | | Environmental Matters | | | 69 | | | | | 6.20 | | Insurance | | | 70 | | | | | 6.21 | | Related Party Agreements | | | 71 | | | | | 6.22 | | Brokers’ Fee | | | 71 | | | | | 6.23 | | Leakage; Debt; Intercompany Accounts | | | 71 | | | | | 6.24 | | Privacy | | | 72 | | | | | 6.25 | | Vendors and Customers | | | 73 | | | | | 6.26 | | Specified Projects | | | 73 | | | | | 6.27 | | Product Liability; Product Safety; Recalls | | | 73 | | | | | 6.28 | | Non-Executive Directors | | | 74 | | | | | | | | | | | | | ARTICLE VII REPRESENTATIONS AND WARRANTIES OF BUYER | | | | | | ** ** | 74 | ** ** | | | | | | | | | | | | | | 7.1 | | Organization and Good Standing | | | 74 | | | | | 7.2 | | Authorization of Agreement | | | 74 | | | | | 7.3 | | Conflicts; Consents of Third Parties | | | 74 | | | | | 7.4 | | Litigation | | | 75 | | | | | 7.5 | | Brokers’ Fee | | | 75 | | | | | 7.6 | | Sufficient Funds | | | 75 | | | | | 7.7 | | Limited Guarantees | | | 77 | | | | | 7.8 | | Solvency | | | 77 | | | | | 7.9 | | International Trade and Improper Payments | | | 77 | | | | | 7.10 | | Project Vulcan Transaction Documents | | | 78 | | | | | 7.11 | | Non-Reliance | | | 78 | |

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**TABLE OF CONTENTS **

| | | | | | | | | | | ------------------------------------ | - | :--: | : | ------------------------------------------------------------------------------- | - | ----- | -------: | ----- | | | | | | | | | | | | | | | | | | | Page | | | | | | | | | | | | | ARTICLE VIII COVENANTS | | | | | | ** ** | 79 | ** ** | | | | | | | | | | | | | | 8.1 | | Access to Information | | | 79 | | | | | 8.2 | | Conduct of the Business Pending the Closing | | | 82 | | | | | 8.3 | | Regulatory Approvals | | | 86 | | | | | 8.4 | | Further Assurances | | | 89 | | | | | 8.5 | | Confidentiality | | | 89 | | | | | 8.6 | | Indemnification and Insurance | | | 89 | | | | | 8.7 | | Publicity | | | 91 | | | | | 8.8 | | Conduct of the Parties Prior to the Closing | | | 91 | | | | | 8.9 | | Employee Matters | | | 92 | | | | | 8.10 | | Buyer’s Obligations in Respect of Financing | | | 94 | | | | | 8.11 | | Company’s and Ardagh Seller’s Obligations in Respect of Financing | | | 96 | | | | | 8.12 | | Tax Matters | | | 98 | | | | | 8.13 | | R&W Insurance Policy | | | 100 | | | | | 8.14 | | Company Disclosure Schedules | | | 102 | | | | | 8.15 | | Section 280G | | | 102 | | | | | 8.16 | | Acknowledgments by Buyer | | | 103 | | | | | 8.17 | | Pre-Closing Sharing of Data | | | 104 | | | | | 8.18 | | Litigation Support | | | 104 | | | | | 8.19 | | Treatment of Senior Secured Notes Indentures | | | 104 | | | | | 8.20 | | Title Insurance and Survey; Environmental Site Assessments | | | 105 | | | | | 8.21 | | Project Vulcan Transaction | | | 106 | | | | | 8.22 | | Third-Party Consents | | | 107 | | | | | 8.23 | | Specified Contract | | | 107 | | | | | 8.24 | | Related Party Arrangements; Intercompany Accounts | | | 108 | | | | | 8.25 | | Redemption; Voting Agreements | | | 108 | | | | | 8.26 | | Specified Projects | | | 108 | | | | | 8.27 | | Releases | | | 109 | | | | | 8.28 | | Buyer Joinder | | | 109 | | | | | | | | | | | | | ARTICLE IX CONDITIONS TO CLOSING | | | | | | ** ** | 110 | ** ** | | | | | | | | | | | | | | 9.1 | | Conditions Precedent to Obligations of Buyer, the Company and the Sellers | | | 110 | | | | | 9.2 | | Conditions Precedent to Obligations of Buyer | | | 110 | | | | | 9.3 | | Conditions Precedent to Obligations of the Sellers, the Blocker and the Company | | | 112 | | | | | 9.4 | | Frustration of Closing Conditions | | | 112 | | | | | | | | | | | | | ARTICLE X TERMINATION | | | | | | ** ** | 112 | ** ** | | | | | | | | | | | | | | 10.1 | | Termination of Agreement | | | 112 | | | | | 10.2 | | Effect of Termination | | | 114 | | | | | 10.3 | | Fees and Expenses Following Termination | | | 114 | | | | | | | | | | | | | ARTICLE XI MISCELLANEOUS | | | | | | ** ** | 117 | ** ** | | | | | | | | | | | | | | 11.1 | | Survival | | | 117 | | | | | 11.2 | | Expenses | | | 117 | | | | | 11.3 | | Notary and Notarial Fees | | | 118 | | | | | 11.4 | | Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury | | | 118 | |

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**TABLE OF CONTENTS **

***Exhibits ***

iv

**SHARE PURCHASE AGREEMENT **

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of [•], 2026, is entered into by and among: (a) Silgan Metal Packaging LLC, a Delaware limited liability company (“Buyer”), (b) Trivium Packaging B.V., a private company with limited liability (besloten* vennootschap met beperkte aansprakelijkheid*) under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its registered office at Schiphol Boulevard 149, 1118 BG Schiphol, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 75308789 (the “Company”), (c) Exal Holdings International Parent B.V., a private company with limited liability (*besloten vennootschap met beperkte aansprakelijkheid*) under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands, and its registered office at Schiphol Boulevard 149, 1118 BG Schiphol, the Netherlands, registered with the Dutch Trade Register (Handelsregister) under number 70343802 (the “Blocker”), (d) Element Holdings II L.P., an exempted limited partnership formed under the laws of the Cayman Islands (the “*Exal Seller*”), (e) Ardagh Group Holdings S.à r.l., a private limited liability company (sociét*é à responsabilité** limité*e) under the laws of Luxembourg (the “Ardagh Seller” and together with the Exal Seller, the “Sellers” and, individually, a “Seller”) and (f) the Exal Seller, solely in its capacity as the Seller Representative (the “Seller Representative”). Each of Buyer, the Company, the Blocker, the Sellers and the Seller Representative is referred to herein as a “Party” and collectively, as the “Parties”.

**W I T N E S S E T H: **

WHEREAS, as of the Put Option Date (as defined below):

(a) the Exal Seller and Firmoront Corp, a corporation organized under the laws of the Province of Ontario, Canada (the “Firmoront Blocker Seller”), are the beneficial owners and registered holders of all of the issued and outstanding shares in the share capital of the Blocker, which consists of: (x) (i) 312,026,398 Class A shares, with a nominal value of EUR 1.00 each, numbered A-1 through A-312,026,398, (ii) 3 Class B shares, with a nominal value of EUR 1.00 each, numbered B-8 through B-10, and (iii) 213,866,659 Class C shares, with a nominal value of EUR 0.85 each, numbered C-1 through C-213,866,659 (in each case as held by the Exal Seller, the “Exal Seller Blocker Shares”) and (y) 7 Class B shares with a nominal value of EUR 1.00 each, numbered B-1 through B-7 (as held by the Firmoront Blocker Seller, the “Firmoront Seller Blocker Shares”);

(b) the Blocker is the beneficial owner and registered holder of 23,069,323 shares in the share capital of the Company, with a nominal value of EUR 1.00 each, numbered 1 through 22,942,039 and 39,821,795 through 39,949,078, jointly representing 57.75% of the issued and outstanding shares in the share capital of the Company (collectively, the “Blocker Company Shares”); and

(c) the Ardagh Seller is the beneficial owner and registered holder of 16,879,755 shares in the share capital of the Company, with a nominal value of EUR 1.00 each, numbered 22,942,040 through 39,821,794, representing 42.25% of the issued and outstanding shares in the share capital of the Company (the “Ardagh Seller Shares” and together with the Exal Seller Blocker Shares, the “Shares”);

WHEREAS, in connection with the consummation of the Transactions, contemporaneously with the Closing, the Firmoront Blocker Seller shall have entered into, and consummated the transactions contemplated by, the Redemption Agreement with the Blocker, pursuant to which, among other things, (a) the Blocker shall redeem (or cause to be redeemed) from the Firmoront Blocker Seller all of the Firmoront Seller Blocker Shares for nominal consideration and the Firmoront Seller Blocker Shares shall be immediately canceled and cease to be outstanding, (b) Trivium Packaging US Holding shall redeem (or cause to be redeemed) from the Firmoront Blocker Seller all of the Class B Shares of Trivium Packaging US Holding owned by the Firmoront Blocker Seller (the “Trivium Packaging Shares”) and the Trivium Packaging Shares shall be immediately canceled and cease to be outstanding, (c) Trivium Aluminum Packaging USA Corporation shall redeem (or cause to be redeemed) from the Firmoront Blocker Seller all of the Class B Shares of Trivium Aluminum Packaging USA Corporation owned by the Firmoront Blocker Seller (the “Aluminum Packaging Shares”) and the Aluminum Packaging Shares shall be immediately canceled and cease to be outstanding, and (d) Exal Holdings International B.V. shall redeem (or cause to be redeemed) from the Firmoront Blocker Seller, all of the Class A Shares and Class B1 Shares of Exal Holdings International B.V. owned by the Firmoront Blocker Seller (collectively, the “Exal Holdings Shares”) and the Exal Holdings Shares shall be immediately canceled and cease to be outstanding (collectively, the “Redemption”);

WHEREAS, following the Redemption, the Exal Seller will be the beneficial owner and registered holder of all of the issued and outstanding shares in the capital of the Blocker, which consists of the Exal Seller Blocker Shares;

WHEREAS, Buyer desires to purchase, or cause to be purchased, (a) all of the Ardagh Seller Shares from the Ardagh Seller, and (b) all of the Exal Seller Blocker Shares from the Exal Seller and, in each case, such Seller desires to sell all of such Shares to Buyer (or its designee);

WHEREAS, the respective boards of directors (or equivalent governing bodies) of the Company, the Blocker, the Sellers and Buyer have approved their entry into the Put Option Agreement and the consummation of the Transactions (as applicable) upon the terms and subject to the conditions set forth herein and in the other Transaction Documents;

WHEREAS, on October 17, 2026 (the “Put Option Date”), the Parties executed that certain put option agreement (the “Put Option Agreement”), pursuant to which, among other things, Buyer committed to purchase the Shares upon the terms and subject to the conditions set forth in this Agreement and in the Put Option Agreement;

WHEREAS, concurrently with the execution of the Put Option Agreement and as a condition and inducement to Buyer’s willingness to enter into the Put Option Agreement and this Agreement, each Seller has delivered to Buyer an executed restrictive covenant agreement (collectively, the “Restrictive Covenant Agreements”), in form and substance mutually agreed by the parties thereto;

WHEREAS, the Sellers and Buyer have complied with the Dutch Social and Economic Council Merger Regulation 2015 (SER-Besluit Fusiegedragsregels 2015) and the Dutch Works Councils Act (Wet op de Ondernemingsraden) as set forth in the Put Option Agreement;

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WHEREAS, the relevant employee representative bodies of the applicable French Acquired Companies have been duly informed and consulted in accordance with applicable Laws;

WHEREAS, concurrently with the execution of the Put Option Agreement and as a condition and inducement to the Company’s and each Seller’s willingness to enter into the Put Option Agreement and this Agreement, Buyer has delivered to the Company (a) a copy of the executed commitment letter from American Industrial Partners Capital Fund IX, L.P. (“Fund IX”, in such capacity, the “Equity Financing Source”), dated as of the Put Option Date (including all exhibits, schedules, annexes, supplements, and amendments thereto to the extent permitted hereunder and thereunder, the “Equity Commitment Letter”, and the commitments thereunder, the “Equity Financing Commitment”) to provide, subject to the terms and conditions therein, cash in the aggregate amount set forth therein (the “Equity Financing”), and (b) limited guarantees of Fund IX and Silgan Holdings Inc., a Delaware corporation (“SHI”) (in such capacity, each a “Guarantor” and, such limited guarantees, the “Limited Guarantees”), pursuant to which each Guarantor has guaranteed fifty percent (50%) of Buyer’s obligations pursuant to Section*** 8.11(d), Section**** 10.2* and Section*** 10.3* of this Agreement, subject to the terms and conditions set forth in the Limited Guarantees.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties hereby agree as follows:

**ARTICLE I **

**DEFINITIONS **

1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section*** 1.1*:

“Acquired Companies” means, collectively, the Company and each of the Company’s Subsidiaries.

“Acquired Company Privacy Policies” means any written (a) internal or external data protection, data usage, privacy and security policies of the Acquired Companies, and (b) public statements and commitments relating to privacy, security, or the Processing of Personal Information by an Acquired Company.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise, including with respect to Buyer, A-VL Holdco, LP, a Delaware limited partnership (“Fund IX VL Holdings”) and SHI; provided, however, that except with respect to the definition of Leakage Party (subject to the limitations set forth therein), Section*** 8.7*, Section*** 8.10*, Section*** 8.21*, Section*** 11.11(b)* and Section*** 11.14*, notwithstanding anything to the contrary contained herein, in no event shall (a) the Sponsor or any of its Affiliates, portfolio companies, investment vehicles, funds or any other similar entities be considered an “Affiliate” of the Exal Seller, the Blocker or any Acquired Company, and (b) AIP, LLC, Fund IX or any of their respective Affiliates, portfolio companies, investment vehicles, funds or any other similar entities (other than Buyer and its Subsidiaries) be considered an “Affiliate” of Buyer; provided, that, notwithstanding the foregoing proviso, solely for purposes of Section*** 8.3*, Fund IX shall be deemed to be an Affiliate of Buyer.

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“Antitrust Laws” means the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act, and any other United States or foreign Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition, or restraint of trade.

“Ardagh Debt Documents” means (i) the Indenture, dated as of November 6, 2025, among Ardagh Group S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg, as issuer, GLAS Trust Company LLC, as trustee, principal paying agent, transfer agent and registrar, and GLAS SAS, as security agent, governing the 9.50% Senior Secured Notes due 2030, (ii) the indenture, dated as of November 12, 2025, among Ardagh Group S.A., as parent issuer, Ardagh Packaging Finance plc, a public limited company incorporated under the laws of Ireland, as Irish issuer, the guarantors party thereto, GLAS Trust Company LLC, as trustee, principal paying agent, transfer agent and registrar, and GLAS SAS, as security agent, governing the 11%/12% Second Lien Notes due 2030, and (iii) the Credit and Guarantee Agreement, dated December 7, 2017, among Ardagh Group S.A., as parent, the borrowers and guarantors party thereto, Citibank, N.A., as administrative agent and collateral agent, and the lenders and issuing lenders party thereto (each, as amended, restated, supplemented or otherwise modified from time to time).

“Blocker Fundamental Representations” means those representations and warranties set forth in Section*** 5.1*, Section*** 5.2*, Section*** 5.3(a), Section** 5.3(b), Section** 5.4(b), Section** 5.7*, and Section*** 5.10*.

“Business Day” means any day of the year other than (a) a Saturday, Sunday or federal holiday in the United States or the Netherlands or (b) a day on which national banking institutions in New York City, New York or Amsterdam, the Netherlands are required or authorized to close.

“Buyer Fundamental Representations” means those representations and warranties set forth in Section*** 7.1*, Section*** 7.2* and Section*** 7.5*.

“Buyer Related Parties” means Buyer, the Equity Financing Source and their respective Affiliates and any of their respective former, current or future officers, directors, employees, partners, members, managers, agents, attorneys, representatives, equityholders, successors or permitted assigns.

“Buyer’s Relief” means any Relief which arises to the Blocker or any Acquired Company as a consequence of any event occurring in the Ordinary Course of Business and is attributable to any period or part-period (including as a consequence of any event occurring or deemed to have occurred or from income, profits or gains earned, accrued or received or deemed to have been earned, accrued or received) after the Locked Box Date, but excluding, in each case, any Relief arising as a result of the Company Transaction Expenses or the occurrence, payment, accrual or incurrence of any Leakage.

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“Clayton Act” means the Clayton Act of 1914.

“COBRA” means Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, or similar state or local Law.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Benefit Plan” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) and each other benefit or compensation plan, policy, agreement, program, practice, or arrangement, including each retirement, supplemental retirement, pension, savings, profit sharing, equity or equity-based, deferred compensation, bonus, incentive compensation, sales commission, severance, employment, individual consulting, fringe benefit, vacation, paid time off, disability, death benefit, tax gross-up or indemnification, flexible spending, tuition reimbursement, medical, dental, life or other health and welfare, retiree medical or life insurance plan, policy, agreement, program, practice, or arrangement, in each case, (a) which is sponsored or maintained by any Acquired Company or to which any Acquired Company is obligated to contribute, (b) to which any Acquired Company is a party, (c) in which any employee or service provider of an Acquired Company participates related to their services provided to such Acquired Company other than any plan, program or arrangement that is maintained by any Governmental Body and required to be maintained by applicable Law or (d) with respect to which any Acquired Company has, or would reasonably be expected to have, any obligation or liability (including contingent liability).

“Company Fundamental Representations” means those representations and warranties set forth in Section*** 6.1*, Section*** 6.2*, Section*** 6.3(a)(i), Section** 6.4(a), Section** 6.5(a), and Section** 6.22*.

“Company Subsidiary” means any Person of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by the Company, and excluding, for the avoidance of doubt, Immobilcan S.r.l and CITEO.

“Company Transaction Expenses” means, whether paid or unpaid as of the Closing and without duplication, (a) the out-of-pocket costs, fees and expenses paid or payable to third parties (including all fees, expenses, disbursements and other similar amounts paid or payable for investment bankers, third party consultants and legal counsel) incurred and paid or payable by the Blocker or any Acquired Company (or any other Person to the extent reimbursable by the Blocker or any Acquired Company) following the Locked Box Date and prior to the Closing in connection with the Transactions, including the Consultation Obligations and any applicable VAT thereon, (b) all “single trigger” sale bonuses, change in control, transaction, retention, success or similar transaction-related bonuses and severance payments, in each case, that are or may become paid or payable by the Blocker or any Acquired Company (or any other Person to the extent payable or reimbursable by the Blocker or any Acquired Company) to any current or former director, officer, employee, or other service provider of the Blocker or any Acquired Company upon the consummation of the Transactions, and which is contingent solely upon the consummation of the

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Transactions, in each case, whether payable prior to, at or following the Closing, (c) all payments under the MIP and the Element MIP that are or may become paid or payable by the Blocker or any Acquired Company (or any other Person to the extent payable or reimbursable by the Blocker or any Acquired Company), in each case, whether payable prior to, at or following the Closing, (d) all amounts paid or payable by the Blocker or any Acquired Company to any current or former director, officer, employee, or other service provider of the Blocker or any Acquired Company to make whole, indemnify, or gross-up such individual in respect of Taxes incurred by such individual under Section 4999 of the Code as a result of the Transactions, but excluding any such amounts paid due to any action or Buyer of any of its Affiliates (including the Acquired Companies) following the Closing, (e) the employer’s portion of any social security, Medicare, unemployment or other employment, withholding or other payroll Taxes paid or payable with respect to any bonus or payment described in the foregoing clauses (b) and (d) (but excluding any amounts paid solely due to any action of Buyer or any of its Affiliates following the Closing), (f) any costs, fees or expenses arising from or relating to the Redemption or termination of the Voting Agreements, including any Taxes required to be paid with respect to such costs or expenses, (g) fifty percent (50%) of the costs of the D&O Insurance Policy, (h) fifty percent (50%) of Transfer Taxes, (i) fifty percent (50%) of all filing fees payable to any Governmental Body under any Antitrust Law or Foreign Investment Law pursuant to Section*** 8.3*, (j) all Unapproved Specified Project Expenses and (k) either of the amounts set forth on Schedule 1.1(a) of the Company Disclosure Schedule. Company Transaction Expenses shall be reduced by (x) the amount by which any liability of the Blocker or any Acquired Company to make an actual payment of Tax in respect of the period in which the Closing (or the immediately following period or any earlier period) occurs is or will be reduced or eliminated, and any repayment of, or in respect of, Tax in the period in which the Closing occurs (or the immediately following period or any earlier period), as a result of the use or set-off of any Relief arising to the Blocker or any Acquired Company arising as a result of an item that itself constitutes a Company Transaction Expense (provided that no such Relief shall be taken into account to the extent such Relief is taken into account in determining Leakage), and (y) any amount in respect of VAT which is recoverable as input tax by the Blocker or any Acquired Company or representative member of the VAT group of which the Blocker or such Acquired Company is a member within the 12-month period following the Closing (less any third party costs and expenses reasonably and properly incurred in recovering such input tax). For the purposes of calculating the amount of the Company Transaction Expenses, whether VAT is recoverable as input tax and whether any liability to make any actual payment of Tax is or will be reduced or eliminated and whether any repayment of, or in respect of, Tax arises or will arise as a result of the use or set-off of any Relief shall be mutually determined by Buyer and the Seller Representative (each acting reasonably); provided, however, that to the extent Buyer and Seller Representative cannot resolve any dispute with respect to such determination, such dispute shall be resolved by the Independent Accounting Firm in accordance with Section*** 3.3(c)*. For the avoidance of doubt, “Company Transaction Expenses” shall not include (i) any amount included in Debt, Specified Debt, Debt Payoff Amount, Leakage or Permitted Leakage and (ii) any Buyer Expenses.

“Contract” means any contract, subcontract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, sublicense, sublease or other binding arrangement or agreement, in each case, which is legally binding and currently in effect.

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“Data Processor” means any Person that Processes Personal Information on behalf of or at the direction of any Acquired Company, including, but not limited to, a “service provider,” “contractor,” or “processor,” as those terms are defined by Privacy Requirements.

“Debt” means, of any Person and as of any time, the aggregate amount of the following (including all accrued and unpaid interest and all prepayment penalties, breakage fees and exit fees that would be incurred in connection with the repayment thereof at such time), without duplication: (a) the outstanding principal amount of any indebtedness for borrowed money (other than trade payables arising in the ordinary course of business); (b) all other obligations evidenced by bonds, debentures or notes; (c) all capital or finance lease obligations that are classified as a capital or finance lease in the Financial Statements; (d) all direct obligations under letters of credit, performance bonds, surety bonds, bankers’ acceptances or similar facilities, in each case solely to the extent drawn; (e) the deferred purchase price related to the previous acquisition of any businesses by such Person (including any “earn-outs” but excluding current trade payables arising in the Ordinary Course of Business); (f) liabilities under interest rate, currency rate or commodity price protection, hedging, derivative or swap, collar, cap or similar arrangement, in each case net of any related assets, determined as if such arrangements were terminated at the applicable time of determination; and (g) any obligations of such Person to guarantee or otherwise provide collateral or credit support for any of the obligations described in clauses (a) through (f) on behalf of any Person other than, in the case of any Acquired Company, any other Acquired Company.

“Debt Financing Source” means, in its capacity as such, each Person (including lenders, arrangers, other additional arrangers, bookrunners, managers, agents, co-agents, financial institutions, institutional investors, underwriters, commitment parties or similar debt financing sources) providing a commitment to provide or arrange all or any part of the Debt Financing (or Replacement Financing) and their respective Affiliates, successors and assigns and such Person’s (and their respective Affiliates’, successors’ and assigns’) equityholders, members, employees, officers, directors, attorneys, agents or advisors, in each case, solely to the extent involved in the Debt Financing (or Replacement Financing); provided, that in no event shall Buyer, the Equity Financing Source, any Guarantor or any of their respective Affiliates be a Debt Financing Source.

“Debt Payoff Amount” means the aggregate principal amount of the Specified Debt, plus all accrued but unpaid interest, fees and other amounts payable thereon (including any premiums, penalties or other obligations relating thereto), in each case, calculated as of immediately prior to the Closing without giving effect to the Transactions, as set forth in the applicable Payoff Letters.

“Element MIP” means the Element Holdings, LP 2026 Option Plan, the Element Holdings, L.P. Equity Incentive Plan, 2024 Element Transaction Bonuses, 2025 Element Transaction Bonuses, 2026 Option Plan Agreement, and the 2018 Sale Bonus Program and all award agreements thereunder.

“Environmental Law” means any applicable Law relating to pollution; the protection of the environment, natural resources or, as it relates to exposure to Hazardous Materials, worker health and safety; or otherwise relating to Hazardous Materials.

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“Equity Securities” means (a) any share, capital stock, partnership, membership or similar interest in any Person and (b) any option, warrant, restricted stock, profits interest, right or other Contract to purchase or otherwise acquire any such interest in any Person referred to in clause (a) or security (including debt securities) convertible, exchangeable or exercisable thereto or therefor.

“Equity Value” means an amount equal to $327,500,000.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means any trade or business (whether or not incorporated) which together with any Acquired Company would be treated as a single employer under Section 414 of the Code or Section 4001 of ERISA.

“Escrow Agent” means Citibank, N.A., or such other escrow agent in the United States as may be mutually agreed by Buyer and the Seller Representative.

“Escrow Agreement” means an escrow agreement, to be entered into at the Closing by Buyer, the Seller Representative and the Escrow Agent, in form and substance reasonably satisfactory to Buyer and the Seller Representative.

“Escrow Amount” means an amount equal to $15,000,000.

“Escrow Funds” means, at any time, the amount then held in the non-interest-bearing escrow account established pursuant to the Escrow Agreement (the “Escrow Account”).

“Estimated Consideration” means (a) the Equity Value, minus (b) any Estimated Leakage, minus (c) the Expense Reserve Holdback Amount, minus (d) Estimated Company Transaction Expenses, minus (e) the Escrow Amount. For the avoidance of doubt, no amount, including any Company Transaction Expense, Debt, Specified Debt, Debt Payoff Amount or Leakage shall be included, deducted, recovered or otherwise taken into account more than once in determining the Estimated Consideration or any payment under this Agreement.

“Existing ABL Credit Agreement” means that certain Amended and Restated Credit and Guarantee Agreement, dated as of May 28, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any agreement or indenture extending the maturity of, refinancing, replacing, increasing or otherwise restructuring all or any portion of the indebtedness under such agreement or indenture or any successor or replacement agreement or indenture, together with all exhibits and schedules attached thereto), by and among, inter alios, Trivium Packaging Treasurer B.V., as a borrower, the other borrowers and other guarantors party thereto, the lenders from time to time party thereto, J.P. Morgan SE, as administrative agent, JPMorgan Chase Bank, N.A., as collateral agent, Citibank, N.A., as common ABL security agent and JPMorgan Chase Bank, N.A. and J.P. Morgan SE as swingline lenders.

“Existing Credit Agreements” means, collectively, the Existing ABL Credit Agreement and the Existing Term Loan Credit Agreement.

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“Existing Term Loan Credit Agreement” means that certain Credit and Guarantee Agreement, dated as of May 28, 2025 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any agreement or indenture extending the maturity of, refinancing, replacing, increasing or otherwise restructuring all or any portion of the indebtedness under such agreement or indenture or any successor or replacement agreement or indenture, together with all exhibits and schedules attached thereto), by and among, inter alios, Trivium Packaging Finance B.V., as the borrower, the other loan parties party thereto, the lenders from time to time party thereto, J.P. Morgan SE, as administrative agent, Citibank, N.A., London Branch, as fixed asset security agent and Citibank, N.A., as common ABL security agent.

“Expense Reserve Holdback Account” means the account established by the Seller Representative in respect of the Expense Reserve Holdback Amount.

“Expense Reserve Holdback Amount” means an amount equal to $500,000.

“Express Representations” means the representations and warranties (a) expressly and specifically set forth in Article IV, Article V, Article VI or in any certificate delivered by Sellers, the Blocker or any Acquired Company pursuant to Section*** 2.3(a)(i)* or in any other Transaction Document (in each case, as qualified by the Company Disclosure Schedules) and (b) expressly and specifically set forth in Article VII, or in any certificate delivered by Buyer pursuant to Section*** 2.3(b)(i)* or in any other Transaction Document.

“FDA” means the United States Food and Drug Administration and any successor regulatory authority having substantially the same function.

“Federal Food, Drug, and Cosmetic Act” means the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 301 et seq., as amended from time to time, together with any rules, regulations, and requirements promulgated thereunder.

“Federal Trade Commission Act” means the Federal Trade Commission Act of 1914, 15 U.S.C. § 45 et seq., as amended from time to time, together with any rules, regulations, and requirements promulgated thereunder.

“Final Consideration” means (a) the Equity Value, minus (b) any Leakage, as finally determined pursuant to Section*** 3.3*, minus (c) the Expense Reserve Holdback Amount, minus (d) Final Company Transaction Expenses, as finally determined pursuant to Section*** 3.3*, minus (e) the Escrow Amount. For the avoidance of doubt, no amount, including any Company Transaction Expense, Debt, Specified Debt, Debt Payoff Amount or Leakage shall be included, deducted, recovered or otherwise taken into account more than once in determining the Final Consideration or any payment under this Agreement.

“Foreign Investment Laws” means any Laws of any jurisdiction that are designed or intended to screen, review, prohibit, restrict or regulate investments in, or acquisitions of control of or interests in, any Person, business or asset on the grounds of national security, public order or public interest, including foreign direct investment screening Laws.

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“Fraud” means intentional common law fraud under Delaware law committed by a Party in the making of the Express Representations. For the avoidance of doubt, the term “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud, or any torts (including a claim for fraud) based on negligence or recklessness, and only a Person committing such Fraud shall be responsible for such Fraud.

“FTC” means the United States Federal Trade Commission and any successor regulatory authority having substantially the same function.

“GDPR” means the EU General Data Protection Regulation 2016/679 (“EU GDPR”) as implemented by countries within the European Economic Area and the EU GDPR as retained as law in England and Wales by the European Union (Withdrawal) Act 2018 (“UK GDPR”) (as applicable to the Processing).

“Governmental Body” means any domestic or foreign national, state, multi-state, supranational, provincial, territorial, municipal or other local government, any subdivision, agency, commission or authority thereof, exercising any regulatory or taxing authority or instrumentality (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any court, tribunal, administrative agency, commission or arbitrator of competent jurisdiction.

“Hazardous Materials” means (a) any materials, substances or wastes defined, listed, classified, or regulated under any applicable Environmental Law as “toxic,” “hazardous,” a “pollutant” or “contaminant” or any other words of similar meaning or regulatory effect or for which standards of conduct or liability are otherwise imposed under applicable Environmental Law and (b) petroleum and any petroleum by-products or derivatives, asbestos and asbestos-containing materials, polychlorinated biphenyls, lead-based paint, radon, and per- and poly-fluoroalkyl substances.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“IFRS” means the IFRS Accounting Standards as adopted by the European Union.

“Information Security Program” means an information security program that materially complies with Privacy Requirements, that when appropriately implemented and maintained would constitute reasonable security procedures and practices considering the nature of the Acquired Companies and Personal Information being Processed that includes: (a) administrative, technical and physical safeguards to protect the security, confidentiality, availability, and integrity of any Personal Information owned, controlled, maintained, held, or Processed by any Acquired Company; (b) disaster recovery, business continuity, incident response, or security plans; and (c) procedures designed to protect against Security Incidents, malicious code, and against loss, misuse, unauthorized access to, and disruption of, the Processing of Personal Information.

“Intellectual Property” means all intellectual property and intellectual property rights in any jurisdiction throughout the world, including those arising from the following: (a) patents and applications therefor, including continuations, divisionals, continuations-in-part, and reissues of patent applications; (b) trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof; (c) copyrights and registrations and applications therefor and works of authorship; and (d) trade secrets.

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“Interest Rate” means (a) the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks during the period from the date that payment is due pursuant to this Agreement to the actual date of payment, plus (b) two percent (2.0%).

“International Trade Laws and Regulations” means all applicable Sanctions, Export Control Laws, and customs, import and antiboycott Laws.

“IRS” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

“IT Systems” means the hardware, equipment, electronics, servers, workstations, routers, hubs, switches, data communication lines, network and telecommunications equipment, wide area network, and other data communications or information technology equipment (including any machine learning, deep learning, and other AI technologies), owned or leased by or licensed to the Acquired Companies.

“Knowledge of Buyer” means the actual knowledge (and not imputed or constructive knowledge), without any duty of inquiry or investigation, of any of Eric Baroyan and Frank Hogan.

“Knowledge of the Company” means the actual knowledge (and not imputed or constructive knowledge), after due inquiry of direct reports, of any of Michael Mapes, Stefan Siebert, Tjeerd Wassenaar, Cris Motta and Floor van Griensven (such individuals, the “Knowledge Group”).

“Law” means any applicable foreign, federal, state, provincial, territorial or local law (including common law), statute, code, ordinance, rule, regulation, directive, Order or other enforceable requirement, in each case, promulgated or issued by any Governmental Body.

“Leakage” means, without duplication, any of the following that occurs, or is paid, accrued or incurred or payable during the Locked Box Period (whether or not such amount is actually paid on or after the Closing), in each case, other than Permitted Leakage:

(a) any dividend, or distribution of profits or assets or any other payment (whether in cash or in-kind and whether actual or deemed) whether paid, declared, authorized or made by the Blocker or any of the Acquired Companies to or for the benefit of any Leakage Party;

(b) any payment in respect of the redemption, repurchase or repayment of any equity interests of the Blocker or any Acquired Company held by a Leakage Party, or warrants or other rights to acquire equity interests of any Acquired Company held by a Leakage Party, or any other return or repayment of share or loan capital by the Blocker or any Acquired Company to or for the benefit of a Leakage Party, including any repayment of principal of, or payment of interest on, any loan or other indebtedness owed by the Blocker or any Acquired Company to any Leakage Party;

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(c) any amount owed or due to the Blocker or any Acquired Company by any Leakage Party, or any monetary claim of the Blocker or any Acquired Company against any Leakage Party, that is waived, forgiven, discounted or released;

(d) any payment obligation or other monetary liability being assumed, incurred or discharged (or any payment by reason of entering into any guarantee, indemnity or security given in respect thereof) by the Blocker or any Acquired Company for the benefit of any Leakage Party, including any payment to any other Person to whom, or for whose benefit, any payment is made, or any asset, right or other value is transferred or provided, by the Blocker or any Acquired Company at the direction, at the request or on behalf of any Leakage Party in satisfaction or discharge of any liability or obligation of any Leakage Party that is not a liability or obligation of the Blocker or any Acquired Company;

(e) the amount of any fees (including management, professional services, monitoring, advisory, supervisory or other Seller or director’s fees), bonuses, compensation or other amounts of a similar nature paid by the Blocker or any Acquired Company to any Leakage Party;

(f) any transfer, surrender, purchase or disposal of any Relief by the Blocker or any Acquired Company to or for the benefit of any Leakage Party, or any acquisition or purchase by the Blocker or any Acquired Company of any asset or service from any Leakage Party for value, in each case, other than on arm’s-length terms and in the Ordinary Course of Business (the amount of Leakage, if any, for purposes of this clause (f) shall be the amount by which the fair market value of the asset, right, Relief or service transferred by the Blocker or an Acquired Company exceeds the consideration actually received, or the consideration paid by the Blocker or an Acquired Company exceeds the fair market value of the asset, right or service received);

(g) any payments made to the Firmoront Blocker Seller in connection with the Redemption;

(h) the amounts as described on Schedule 1.1(b) (the “Specified Leakage”);

(i) any Contract, commitment or arrangement made or entered into by the Blocker or any Acquired Company during the Locked Box Period to do or give effect to any matter referred to in clauses (a) to (g) above; and

(j) any Tax, or amount in respect of Tax, becoming payable by or otherwise arising to or incurred (or Tax or amount in respect of Tax that would have arisen or been payable or incurred but for the use or set-off of any Buyer’s Relief) by the Blocker or any Acquired Company as a result of any of the payments or matters described in clauses (a) to (i) above, other than any amount in respect of VAT which is recoverable as input tax by the Blocker or any Acquired Company or representative member of the VAT group of which the Blocker or such Acquired Company is a member within the 12-month period following the Closing (less any third party costs and expenses reasonably and properly incurred in recovering such input tax) and provided that, in each case, the amount of any Leakage shall be reduced by an amount equal to: (x) the amount by which any liability of the Blocker or any Acquired Company to make an actual payment of Tax in respect of the period in which the Closing occurs (or the immediately following period or any earlier period) is or will be reduced or eliminated and/or (y) any repayment of, or in respect of, Tax in the period in which the Closing occurs (or the immediately following period or any earlier period), in each

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case, as a result of the use or set-off of any Relief which arises to the Blocker or any Acquired Company as a result of such Leakage. For the purposes of calculating the amount of Leakage, whether any Tax, or amount in respect of Tax, is payable, arises or is incurred (or which would have been but for the use or set-off of any Buyer’s Relief), whether VAT is recoverable as input tax, whether any liability to make any actual payment of Tax is or will be reduced or eliminated and whether any repayment of, or in respect of, Tax arises or will arise as a result of the use or set-off of any Relief shall be mutually determined by Buyer and the Seller Representative (each acting reasonably); provided, however, that to the extent Buyer and Seller Representative cannot resolve any dispute with respect to such determination, such dispute shall be resolved by the Independent Accounting Firm in accordance with Section*** 3.3(c)*.

“Leakage Party” means (a) any Seller or any Person which has owned any of the Shares since the Locked Box Date, (b) any Affiliate of any Person described in clause (a) (including, for the avoidance of doubt, in the case of the Sponsor, any fund or investment vehicle managed, advised or controlled by the Sponsor or any of its Affiliates and any controlled portfolio or investee companies of the Sponsor), (c) any director, officer or employee of (i) any Person described in clause (a) or (b) or (ii) any Blocker or Acquired Company which has been appointed or elected at the direction of any Person described in clause (a) or (b), or (d) any other direct or indirect equityholders of any Acquired Company (excluding any Acquired Company) in each case, acting in such capacity or receiving the relevant payment or benefit in such capacity (the Persons described in clauses (b) and (c) with respect to any Seller, such Seller’s “Related Leakage Parties”); provided that in no event shall the Blocker, the Company or any Company Subsidiary be a Leakage Party.

“Legal Proceeding” means any judicial, administrative, investigative or arbitral actions, suits, claims, actions, cause of actions, litigations, charges, complaints, examinations, hearings, arbitrations, investigations, summons, audits, prosecutions or proceedings (public or private, in law or in equity) by or before a Governmental Body.

“Lien” means any lien, encumbrance, encroachment, pledge, mortgage, deed of trust, trust deed, security interest, lease, license, covenant, title or survey defect, right of way, charge, option, right of first refusal or first offer, easement, servitude or other restriction.

“Locked Box Accounts” means the Audited Financial Statements as at the Locked Box Date in the agreed form.

“Locked Box Date” means December 31, 2025.

“Locked Box Period” means the period from (and including) the Locked Box Date and ending at the time of Closing on the Closing Date.

“Lookback Date” means January 1, 2023.

“Material Adverse Effect” means any effect, change, event, occurrence, condition, result, state of facts, development or circumstances (any such item, an “Effect”) that (i) individually or in the aggregate with any other Effect, has or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of the Acquired Companies, taken as a whole, or (ii) would reasonably be expected to prevent, materially

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impair or materially delay (or has so prevented or materially impaired or materially delayed) the ability of the Sellers to consummate the Transactions; provided, however, that solely with respect to clause (i), no Effect caused by, resulting or arising from, in connection with or attributable or relating to any of the following, either alone or in any combination, shall constitute, and none of the following shall be taken into account in determining whether there has been or will be, a Material Adverse Effect: (a) any Effect affecting the economy of the United States, generally, including changes in the credit, debt, capital or financial markets (including changes in interest or exchange rates, changes as a result of executive orders or the enforcement of any new tariffs) or the economy of any region or country in which any Acquired Company operates or conducts business; (b) any Effect affecting the industries in which any Acquired Company operates or conducts business; (c) acts of god, weather, meteorological conditions or climate, natural disasters (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), public health emergencies, epidemics, pandemics, disease outbreaks, widespread occurrences of infectious disease, federal, state or local shelter-in-place or lockdown orders, global, national or regional political or social actions or conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war whether commenced before or after the Put Option Date or any other extraordinary or unusual event that is outside of the control of any Acquired Company or its Affiliates (the matters set forth in this clause (c) being referred to as “Emergencies”); (d) any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Body; (e) any failure, in and of itself, by any Acquired Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period (it being understood that any facts or occurrences giving rise to such failure may be taken into account in determining whether there has been or will be, a Material Adverse Effect (to the extent such facts or occurrences are not otherwise excluded from this definition of Material Adverse Effect)); (f) compliance with the terms of, or the taking of any action required by, this Agreement or in connection with the Transactions; (g) the failure of Buyer to consent (where such consent is unreasonably withheld, conditioned or delayed) to any of the actions contemplated in Section*** 8.2(b)* following a request for such consent or any action taken at the express written request of Buyer; (h) the announcement of the execution of the Put Option Agreement or this Agreement, or the pendency of the Transactions, including the effects of the Transactions on relationships with customers, suppliers, Governmental Bodies, employees, or other third-party relationships; (i) any labor strikes, labor stoppages, labor slowdowns, lockouts or labor disputes; (j) any change in Law, accounting requirements or principles or IFRS or interpretation thereof; (k) any breach by Buyer of its obligations under this Agreement, unless, in the cases of clauses (a)-(d) or (j) above, such Effects would reasonably be expected to have a materially disproportionate impact on the financial condition, business or results of operations of the Acquired Companies, taken as a whole, relative to other affected participants in the industries in which any Acquired Company conducts business (in which case, only the incremental disproportionate impact shall be taken into account in determining whether there has been a Material Adverse Effect).

“MetalCo Material Adverse Effect” means a “Material Adverse Effect” as defined in the Project Vulcan Transaction Agreement.

“MIHBV” means the private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) to be incorporated under the laws of the Netherlands by Silgan International Holdings B.V. prior to the Closing in accordance with the Project Vulcan Transaction Agreement, which will be an indirect wholly owned subsidiary of Buyer as of the Closing.

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“MIP” means the Trivium Packaging B.V. Management Incentive Plan and all award agreements entered into thereunder.

“Notarial Transfer Deeds” means the notarial instruments (notariële akten) in which instruments (a) the Exal Seller transfers (levert) the Exal Seller Blocker Shares to Buyer (or its designee pursuant to Section*** 2.1*), Buyer (or such designee) accepts (aanvaardt) such transfer (levering) and the Blocker acknowledges (erkent) such transfer (levering), and (b) the Ardagh Seller transfers (levert) the Ardagh Seller Shares to Buyer (or its designee pursuant to Section*** 2.1*), Buyer (or such designee) accepts (aanvaardt) such transfer (levering) and the Company acknowledges (erkent) such transfer (levering), which deeds are to be executed in front of the Notary, substantially in the form attached hereto as Exhibit A.

“Notary” means any civil law notary (notaris) of Lexence N.V., or such civil law notary’s deputy or successor.

“Order” means any order (including any temporary order), injunction, judgment, decree (including any consent decree or similar agreed order or judgment), ruling, writ, stipulation, assessment, determination or award issued or entered by a Governmental Body.

“Ordinary Course of Business” means the ordinary and usual course of day-to-day operations of the Acquired Companies consistent with past practice, taken as a whole, during the 12-month period prior to the Locked Box Date; provided that actions or inactions that a reasonably prudent operator (seeking in good faith to exercise and perform its obligations and exercising the degree of knowledge, skill, diligence, prudence and foresight that would reasonably be expected from a skilled and experienced operator engaging in such function) of a business in similar circumstances in the industries in which the Acquired Companies operate would take or omit to take, in light of the facts known as of such time, in response to the occurrence of any circumstances listed in clauses (a) through (c) of the definition of “Material Adverse Effect” (including, for the avoidance of doubt, any Emergency) shall, in each case, be considered to have been taken in the Ordinary Course of Business.

“Organizational Documents” means the charter, memorandum, certificate of incorporation, certificate of formation, limited liability company agreement, stockholders agreement, partnership agreement, articles of incorporation, articles of association, bylaws or other similar document of a Person, as may be amended, restated or otherwise modified from time to time.

“Owned IP” means all Intellectual Property owned by or purported to be owned by the Acquired Companies.

“Permits” means any approvals, authorizations, consents, licenses, permits, certificates, registrations, waivers, or exemptions issued by a Governmental Body.

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“Permitted Leakage” means:

(a) the salaries, compensatory payments, fees and all other remuneration (including expenses incurred in connection with the performance of services) and bonuses, emoluments and other entitlements incurred, paid or payable to any employee, director, consultant or officer of any Acquired Company other than to any Leakage Parties; provided, that any director, consulting or other similar fees incurred, paid or payable to the Persons set forth on Schedule 1.1(c) (the “Non-Executive Directors”) during the Locked Box Period shall be deemed to constitute Permitted Leakage, in each case, (A) in the Ordinary Course of Business and, if occurring following the Put Option Date, solely to the extent permitted by Section*** 8.2(b)*, and (B) in accordance with their existing employment agreements, director or consulting agreements with any Acquired Company (as in effect on the Put Option Date);

(b) any payment made or agreed to be made by or on behalf of any Acquired Company as required or expressly permitted by this Agreement or any other Transaction Document (other than the Redemption), together with any applicable Taxes or amount in respect of Taxes (to the extent payment of such Taxes is required or expressly permitted by this Agreement or any other Transaction Document), in each case, subject to any caps or limitations set forth herein;

(c) any Leakage incurred at the prior written request of, or with the prior written consent of, Buyer or any of its Affiliates;

(d) payments made (or to be made) by any Acquired Company in the Ordinary Course of Business and on arm’s-length terms to any portfolio companies affiliated with the Sponsor or the Ardagh Seller;

(e) (i) any annual dividends in respect solely of calendar years occurring following the Locked Box Date which are declared, paid or made or agreed to be paid or made or accrued and owing, by the Blocker or any Acquired Company to the Firmoront Blocker Seller (up to a maximum amount of the equivalent of CAD 10,000 in the aggregate each year the Firmoront Blocker Seller held the Firmoront Seller Blocker Shares) and (ii) the consideration payable to the Firmoront Blocker Seller in connection with the Redemption, not to exceed $50,000 in the aggregate (inclusive of any Taxes thereon);

(f) any amounts in respect of which an accrued expense or provision (including, for the avoidance of doubt, any applicable Taxes or amount in respect of Taxes) has been specifically accrued for in the Locked Box Accounts (up to the amount of such accrual or provision), including any payment, settlement or utilization thereof in the Ordinary Course of Business;

(g) any Leakage which has been reimbursed in cash or otherwise made good (to the reasonable satisfaction of Buyer) by any Leakage Party to Buyer, the Blocker or the Acquired Companies without cost or liability to Buyer, the Blocker or the Acquired Companies; and

(h) any Tax or amount in respect of Tax becoming payable by or otherwise arising to or incurred by the Blocker or any Acquired Company in connection with any of the payments described in clauses (a), (c), (d) or (e) above, except if and to the extent that such Tax has already been taken into account under such clauses.

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Notwithstanding the foregoing, neither (i) any amounts paid, accrued or incurred, during the Locked Box Period (whether or not such amount is actually paid on or after the Closing) in respect of any of the categories of expenses set forth in the definition of “Company Transaction Expenses”, nor (ii) any Specified Leakage shall, in any case, be considered Permitted Leakage.

“Permitted Liens” means (a) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in current policies of title insurance that have been made available to Buyer or that do not materially adversely reduce the value or impact the current use of the Owned Real Property subject thereto; (b) Liens incurred in the Ordinary Course of Business securing liabilities which are not yet delinquent and are reflected or reserved against in the Locked Box Accounts prepared in accordance with IFRS; (c) Liens for Taxes, assessments or other governmental charges not yet delinquent, the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and reflected in the Locked Box Accounts prepared in accordance with IFRS; (d) landlords’, mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business for amounts which are not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established and reflected in the Locked Box Accounts prepared in accordance with IFRS; (e) easements, rights of way, zoning, building code, entitlement and other land use and environmental Laws that do not materially adversely reduce the value of the Owned Real Property or materially and adversely impact the current use of the Real Property subject thereto; (f) title of a lessor under a capital or operating lease, and leases, subleases, and similar transactions in the Ordinary Course of Business; (g) non-exclusive licenses to Intellectual Property granted in the Ordinary Course of Business; (h) Liens that will be released in connection with the Closing; (i) Liens under applicable securities Laws; and (j) Liens set forth on Schedule*** 1.1**(d)* of the Company Disclosure Schedules.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“Personal Information” means all information that identifies an individual person, in addition to any definition for “personal information” or any similar term provided by applicable Privacy Laws (e.g., “personal data”, “personally identifiable information” or “PII”).

“PoA” means a written power of attorney, duly signed (and, if so requested by the Notary, legalized, with such legalization confirmed by apostille (if required)), including (with respect to any non-Dutch entity) a confirmation of authority (or other satisfactory evidence of authority, in the Notary’s sole discretion), granted to each (candidate) civil law notary and notarial employee of the Notary’s firm.

“Privacy Laws” means all applicable Laws relating to the Processing of Personal Information by the Acquired Companies, including: (a) the CAN-SPAM Act of 2003, 15 U.S.C. § 7701, et seq.; the Telephone Consumer Protection Act (“TCPA”), 47 U.S.C. § 227, et seq.; the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.; the Electronic Communications Privacy Act, 18 U.S.C. §§ 2510-22; the Stored Communications Act, 18 U.S.C. §§ 2701-12, et seq.; the California Consumer Privacy Act, Cal. Civ. Code § 1798.100, et seq.; the California Customer

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Records Act, Cal. Civ. Code §§ 1798.80 to 84; California Online Privacy Protection Act, Cal. Bus. & Prof. Code § 22575, et seq.; the Virginia Consumer Data Protection Act, Va. Code Ann. § 59.1-575, et seq.; the GDPR; the UK Data Protection Act 2018 as amended by the UK Data (Use and Access) Act 2025; the UK Privacy and Electronic Communications (EC Directive) Regulations 2003; the EU e-Privacy Directive 2002/58/EC as implemented by countries within the European Economic Area; U.S. state and federal Laws that prohibit unfair or deceptive acts and practices, such as the Federal Trade Commission Act, 15 U.S.C. § 45, et seq.; and all other Laws relating to data protection, information security, Security Incident notification, social security number protection, outbound communications or electronic marketing, use of electronic data and privacy matters (including online privacy) in any applicable jurisdictions.

“Privacy Requirements” means all Privacy Laws, Acquired Company Privacy Policies, and Contracts relating to the privacy, confidentiality, integrity, availability, collection, use, access, Processing, protection, Security Incident notification, deletion or disclosure of any Personal Information by the Acquired Companies.

“Processing”, “Process” or “Processed” means any operation or set of operations performed on any Personal Information, whether or not by automated means, including but not limited to receipt, collection, compilation, use, storage, combination, sharing, safeguarding, disposal, erasure, destruction, disclosure or transfer.

“Project Vulcan Closing” means the Closing under and as defined in the Project Vulcan Transaction Agreement.

“Project Vulcan Transaction Agreement” means that certain Transaction Agreement, dated as of the Put Option Date, by and among SHI, Fund IX VL Holdings and Buyer.

“Project Vulcan Transaction Documents” means the Project Vulcan Transaction Agreement and the other Transaction Documents (as defined in the Project Vulcan Transaction Agreement).

“Project Vulcan Transactions” means the transactions contemplated by the Project Vulcan Transaction Documents.

“Real Property” means, collectively, the Leased Real Property and the Owned Real Property.

“reasonable best efforts” shall mean the good faith efforts that a prudent Person desirous of achieving a result would use in similar circumstances to achieve such result as promptly as reasonably practicable, including by taking all reasonable steps within its control; provided, however, that a Person required to use its reasonable best efforts will not be required to make any material change to its business or take any other action (including expend material funds or otherwise incur any material burden) or take actions, in each case, that would result in a materially adverse change to (i) the Acquired Companies taken as a whole, or (ii) in benefits to such Person under this Agreement or any other Transaction Document.

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“Redemption Agreement” means the redemption agreement to be entered into at the Closing by and among the Blocker, the Exal Seller, the Firmoront Blocker Seller, Exal Holdings International B.V., Trivium Packaging US Holding and Trivium Aluminum Packaging USA Corporation in form and substance reasonably satisfactory to Buyer and the Seller Representative (to be negotiated in good faith and finalized in accordance with Section*** 8.25(a)), pursuant to which (i) the parties thereto shall effect the Redemption contemporaneously with the consummation of the Transactions, (ii) the Exal Seller and the Firmoront Blocker Seller shall make, as of the Closing Date and in favor of Buyer, representations and warranties substantially to the effect of those set forth in Section** 4.9(a), Section** 4.9(b)* and Section*** 4.9(d)*, and (iii) the Exal Seller and the Firmoront Blocker Seller shall undertake, in favor of Buyer, the Blocker and the Acquired Companies, to execute and deliver such further instruments and take such further actions following the Closing as Buyer may reasonably request to give full effect to the Redemption and the termination of the Voting Agreements, at the Sellers’ cost, in each of clauses (ii) and (iii), with Buyer being a party thereto or an express third-party beneficiary entitled to enforce the same directly, together with all other agreements, instruments, resolutions, consents, notarial deeds and other documents entered into, adopted or executed in connection therewith in order to effect the Redemption.

“Related Claims” means any claims, causes of action or Legal Proceedings of any kind or any nature (whether at law or in equity, based upon contract, tort, statute, based upon any theory that seeks to impose liability of any Party against its owners or Affiliates or otherwise) that may be based upon, arise out of or in connection with the Transactions, this Agreement or any Transaction Document or the negotiation, execution, performance, breach, interpretation, construction, validity or enforcement of this Agreement or any Transaction Document (including any claim, cause of action or Legal Proceeding based upon, arising out of or in connection with any representation or warranty made or alleged to be made in or in connection with, or as an inducement to enter into, this Agreement or any Transaction Document).

“Related Person” means, with respect to any Person, such Person’s Affiliates, and its and its Affiliates’ former, current or future stockholders, equityholders, partners, officers, managers, directors and employees.

“Release” means any release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, depositing, migrating, or disposing of any Hazardous Material in, onto or through the environment, including the abandonment or discarding of any Hazardous Material in barrels, drums, or other closed receptacles.

“Relief” means any relief, loss, allowance, exemption, set-off, deduction or credit in computing Tax, or profits, income, or gains for Tax purposes and any repayment or refund of, or in respect of, Tax.

“Representatives” means, with respect to any Person, such Person’s equityholders, partners, members, officers, managers, directors, employees, consultants, agents, attorneys, accountants, advisors, financing sources and other representatives.

“Required Information” means (a) the audited consolidated balance sheet of the Acquired Companies as of December 31, 2026, together with the related audited consolidated statements of operations and cash flows of the Acquired Companies for the fiscal year then ended, and (b) the unaudited consolidated balance sheet of the Acquired Companies as of the last day of, and the related unaudited consolidated statements of operations and cash flows of the Acquired Companies for, each fiscal quarter (other than the fourth fiscal quarter of any fiscal year) ending after June 30, 2026 and at least 60 days prior to the Closing Date.

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“Sanctioned Jurisdiction” means a country or territory that is itself the subject or target of comprehensive, country-wide or territory-wide Sanctions (as of the Put Option Date, Cuba, Iran, North Korea, the Crimea, Kherson, and Zaporizhzhia regions of Ukraine, the so-called Donetsk People’s Republic region of Ukraine, and the so-called Luhansk People’s Republic region of Ukraine).

“Sanctioned Party” means any Person that is: (a) listed on any Sanctions List; (b) located in, ordinarily resident in, headquartered in or incorporated or organized under the laws of, a Sanctioned Jurisdiction; (c) a government, agency or instrumentality of a Sanctioned Jurisdiction; (d) directly or indirectly owned or controlled by (as such terms are defined and interpreted under the relevant Sanctions and Export Control Laws), or otherwise acting on behalf or at the direction of, any Persons described in (a)-(c); or (e) otherwise a target of Sanctions or Export Control Laws.

“Sanctions” means any economic, financial or trade sanctions Laws, embargoes or restrictive measures administered, enacted or enforced by the United States, the European Union and each of its member states, the United Kingdom, the United Nations Security Council and any other applicable Governmental Body that administers, enacts or enforces Sanctions.

“Sanctions List” means the Specially Designated Nationals and Blocked Persons List and Consolidated Sanctions List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the Denied Persons List, Entity List and Military End-User List maintained by the U.S. Department of Commerce’s Bureau of Industry and Security, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions maintained by the European Commission, the United Kingdom Sanctions List maintained by the Foreign, Commonwealth and Development Office, the United Nations Security Council Consolidated List and any other list of Persons with whom transactions or dealings are restricted or prohibited under the Laws of the United States, the European Union and each of its member states, the United Kingdom or any other applicable jurisdiction (in all cases as supplemented, amended or substituted from time to time).

“Security Incident” means (any event or series of events leading to) any unauthorized Processing of Personal Information, any unauthorized access, security compromise or disruption to the Acquired Companies’ IT Systems or any “personal data breach” or any incident that requires notification to any Person, Governmental Body or any other entity under Privacy Laws.

“Seller Fundamental Representations” means those representations and warranties set forth in Section*** 4.1*, Section*** 4.2*, Section*** 4.3*, Section*** 4.4(b)* and Section*** 4.6*.

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“Senior First Lien Secured Indenture” means the Indenture for Trivium Packaging Finance B.V.’s €700,000,000 aggregate principal amount of 6.625% Senior First Lien Secured Euro Notes due 2030 and $480,000,000 aggregate principal amount of 8.250% Senior First Lien Secured Dollar Notes due 2030 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any agreement or indenture extending the maturity of, refinancing, replacing, increasing or otherwise restructuring all or any portion of the indebtedness under such agreement or indenture or any successor or replacement agreement or indenture, together with all exhibits and schedules attached thereto), dated as of May 28, 2025, by and among Trivium Packaging Finance B.V., as the issuer, Trivium Packaging B.V., as the company, the guarantors party thereto, GLAS Trust Company LLC, as trustee and paying agent, Citibank, N.A., London Branch, as security agent, Citibank, N.A., as common ABL security agent and GLAS Trust Company LLC, as registrar and transfer agent.

“Senior Second Lien Secured Indenture” means the Indenture for Trivium Packaging Finance B.V.’s $600,000,000 aggregate principal amount of 12.250% Senior Second Lien Secured Notes due 2031 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including any agreement or indenture extending the maturity of, refinancing, replacing, increasing or otherwise restructuring all or any portion of the indebtedness under such agreement or indenture or any successor or replacement agreement or indenture, together with all exhibits and schedules attached thereto), dated as of May 28, 2025, by and among Trivium Packaging Finance B.V., as the issuer, Trivium Packaging B.V., as the company, the guarantors party thereto, GLAS Trust Company LLC, as trustee and paying agent, Citibank, N.A., London Branch, as security agent, Citibank, N.A., as common ABL security agent and GLAS Trust Company LLC, as registrar and transfer agent.

“Senior Secured Notes Indentures” means, collectively, the Senior First Lien Secured Indenture and the Senior Second Lien Secured Indenture.

“Sherman Act” means the Sherman Antitrust Act of 1890.

“Specified Contract” means the Contract set forth on Schedule 1.1(e) of the Company Disclosure Schedules.

“Specified Debt” means the Debt set forth on Schedule*** 1.1(f)* of the Company Disclosure Schedules.

“Specified Project Budget” means the aggregate forecasted costs to be paid net of any proceeds to be received in connection with Specified Projects as set forth on Schedule 1.1(g)(i) of the Company Disclosure Schedules (the “Scheduled Specified Projects”).

“Specified Project Cap” means an amount equal to 125% of the Specified Project Budget.

“Specified Project Costs” means the costs and capital expenditures as forth on Schedule 1.1(g)(ii) of the Company Disclosure Schedules.

“Specified Project Termination Costs” means the costs and capital expenditures as forth on Schedule 1.1(g)(iii) of the Company Disclosure Schedules.

“Specified Projects” means the plans, programs and projects of the Acquired Companies as set forth on Schedule 1.1(g)(iv) of the Company Disclosure Schedules.

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“Sponsor” means Ontario Teachers’ Pension Plan.

“Subsidiary” means, with respect to any Person, any corporation of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof, or any partnership, limited liability company, association or other business entity (other than a corporation) of which a majority of the partnership, limited liability company or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity (other than a corporation) if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other business entity or is or controls the managing director, managing member or general partner of such partnership, limited liability company, association or other business entity.

“Tax” or “Taxes” means: (a) all federal, state, local, foreign and other income, gross receipts, capital, sales, use, production, ad valorem, value added, transfer, franchise, registration, profits, inventory, capital stock, license, lease, service, service use, withholding, payroll, employment, social security, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties and any other taxes, fees, imposts, levies, assessments or charges of any kind whatsoever in the nature of (or similar to) taxes, whether disputed or not; and (b) any liability for amounts described in clause (a) of this definition as a result of being or having been a member of any group of corporations that files Tax Returns on a combined, consolidated, unitary or similar basis, as a result of any obligation under any agreement or arrangement, or as a result of being liable for another Person’s Taxes as a transferee or successor, by Contract or otherwise, together with, in the case of each of clauses (a) and (b), any interest, penalties, fines and additions with respect thereto and any interest in respect of such additions or penalties.

“Tax Proceeding” means any audit, examination, contest, litigation, investigation, inspection, questionnaire, request of information or other Legal Proceeding with or against any Taxing Authority (including any mutual agreement procedure or competent authority proceeding) relating to Taxes.

“Tax Return” means any return, election, declaration, report, claim for refund, information return or statement or other document filed or required to be filed with any Taxing Authority with respect to any Taxes, including any schedule or attachment thereto and any amendment thereof, and including any amended return or declaration of estimated Tax and, where permitted or required, any combined, consolidated or unitary returns for any group of entities that includes the Acquired Companies.

“Taxing Authority” means the IRS and any other Governmental Body exercising any authority to impose, assess or collect any Tax or any other authority exercising Tax regulatory authority.

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“Transaction Documents” means this Agreement, the Company Disclosure Schedules, the Equity Commitment Letter, the Limited Guarantees, the Debt Commitment Letter, the Notarial Transfer Deeds, the Redemption Agreement, the Put Option Agreement, the Restrictive Covenant Agreements and all other agreements, documents and instruments contemplated by this Agreement or the foregoing or otherwise executed and delivered in connection with the Transactions.

“Transactions” means the transactions contemplated by the Transaction Documents, excluding for the avoidance of doubt, the Project Vulcan Transactions.

“Transfer Taxes” means any real property transfer, sales, use, stamp, documentary, recording, registration, conveyance, stock transfer, change-of-control, intangible property transfer, personal property transfer, gross receipts, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Taxing Authority or other Governmental Body in connection with the Transactions, including (a) any payments made in lieu of any such Taxes or governmental charges that become payable in connection with the Transactions and (b) all notarial fees and all registration, stamp and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the Transactions.

“Unapproved Specified Project Expenses” means all Specified Project Costs paid or to be paid, net of proceeds received or to be received, by the Blocker or any Acquired Company following the Locked Box Date in excess of the Specified Project Cap, other than Specified Project Costs in excess of the Specified Project Cap to which Buyer has consented (or is deemed to have consented) in accordance with Section*** 8.26*.

“VAT” means (a) any Tax imposed by the United Kingdom Value Added Tax Act 1994; (b) any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and legislation and regulations supplemental thereto; and (c) any other Tax of a similar nature (including sales tax, use tax, consumption tax and goods and services tax), whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in clause (a) or (b), or elsewhere.

“Voting Agreements” means the voting agreements, shareholders agreements and voting and transfer agreements to which the Firmoront Blocker Seller is or was a party in respect of any Equity Securities of the Blocker or any Acquired Company, including the agreements set forth on Schedule 4.9 of the Company Disclosure Schedules, together with any proxy or power of attorney granted thereunder.

“Willful Breach” means a deliberate act or a deliberate failure to act, which act or failure to act constitutes a material breach of any covenant set forth in this Agreement, with actual knowledge that such act or failure to act would reasonably be expected to constitute a material breach of this Agreement.

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1.2 Terms Defined Elsewhere in this Agreement.For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

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1.3 Other Definitional and Interpretive Matters.

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

(i) Calculation of Time Period. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end at 5:00 PM Eastern Time on the next succeeding Business Day; provided that the foregoing shall not apply to (A) any notices required to be delivered by a specific date under this Agreement or (B) any notices delivered by email in accordance with the terms of this Agreement. The word “day” shall mean “calendar day” unless “Business Day” is expressly identified. The terms “year” and “years” shall mean and refer to calendar year(s).

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(ii) Dollars. Any reference in this Agreement to “$” shall mean U.S. dollars. The specification of any dollar amount in the representations and warranties or otherwise in this Agreement or in the Exhibits or the Company Disclosure Schedules is not intended and shall not be deemed to be an admission or acknowledgment of the materiality of such amounts or items, nor shall the same be used in any dispute or controversy between the Parties to determine whether any obligation, item or matter (whether or not described herein or included in the Company Disclosure Schedules) is or is not material for purposes of this Agreement.

(iii) *Exhibits/*Schedules. The Schedules and Exhibits to this Agreement and the Company Disclosure Schedules referred to herein are an integral part of this Agreement and are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one schedule or section of the Company Disclosure Schedules shall be deemed to have been disclosed on each other schedule or section of the Company Disclosure Schedules, in which it is reasonably apparent on the face of such disclosure that it is responsive to such other schedule or section of the Company Disclosure Schedules, notwithstanding the lack of any cross reference, and such information shall be deemed to qualify such other schedule or section of the Company Disclosure Schedules. Disclosure of any matter or item on any schedule or section of the Company Disclosure Schedules shall not constitute an admission, indication, acknowledgment or representation that such item or matter is material, establish any standard of materiality, define further the meaning of any terms defined in Article I (and, in particular, the inclusion of any item in the Company Disclosure Schedules shall not, in and of itself, be a basis for taking such item into account in determining if such item would reasonably be expected to have a Material Adverse Effect or whether there has been a Material Adverse Effect) or be deemed to constitute an acknowledgment or representation that any such matter is required to be disclosed. No disclosure on a schedule or section of the Company Disclosure Schedules relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission, indication, acknowledgment or representation that a breach or violation exists or has actually occurred. Any capitalized terms used in any schedule or section of the Company Disclosure Schedules or Schedule or Exhibit of this Agreement but not otherwise defined therein shall be defined as set forth in this Agreement.

(iv) Gender and Number. Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

(v) Headings. The provision of a table of contents, the division of this Agreement or the Company Disclosure Schedules into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement or the Company Disclosure Schedules. All references in this Agreement or the Company Disclosure Schedules to any “Section” or “Article” are to the corresponding Section or Article of this Agreement or the Company Disclosure Schedules, as applicable, unless otherwise specified.

(vi) Herein. The words “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

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(vii) Including. The word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(viii) Reflected On or Set Forth In. An item arising with respect to a specific representation or warranty shall be deemed to be “reflected on” or “set forth in” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (A) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that relates to the subject matter of such representation or warranty, (B) such item is otherwise specifically set forth on the balance sheet or financial statements or (C) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

(ix) And/Or. Unless the context clearly requires otherwise, when used herein “or” shall not be exclusive (i.e., “or” shall mean “and/or”).

(x) Amendments. Unless expressly indicated otherwise, references to a particular statute or regulation shall include all rules and regulations thereunder and any successor statute, rule or regulation, in each case, as amended, supplemented or otherwise modified from time to time. References to any agreement, including this Agreement, or contract referenced herein or in the Company Disclosure Schedules, will be a reference to such agreement or contract, as amended, supplemented or otherwise modified from time to time.

(xi) Person. References to any Person shall be deemed to mean and include the successors and permitted assigns of such Person (or, in the case of a Governmental Body, Persons succeeding to the relevant functions of such Person).

(xii) Written. References to “written” or “in writing” shall include in electronic form.

(xiii) Made Available. Any document will be deemed “delivered”, “provided” or “made available” (or where similar words are used to describe any document or information provided by any Acquired Company to Buyer) within the meaning of this Agreement if such document is accessible to Buyer in the electronic data room hosted by Data Site for Project Voyage or otherwise delivered to Buyer or its Affiliates, in either case, at least one Business Day prior to the Put Option Date.

(xiv) Time of the Essence. Time shall be of the essence with respect to any notices or payments required pursuant to the terms of this Agreement.

(xv) Materiality of Conditions. The occurrence, satisfaction or performance of (and the consequences of the failure to occur, satisfy or perform) each condition contained in this Agreement was a material part of the agreed exchange between the Parties; and to the extent the occurrence, satisfaction or performance of any such conditions is required by a specific date and time, time is of the essence in the occurrence, satisfaction or performance of all such conditions.

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(b) The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person.

**ARTICLE II **

**SALE AND PURCHASE OF THE SHARES; CLOSING **

2.1 Sale and Purchase of the Shares.

(a) On and subject to the terms of this Agreement (including the conditions set forth in Article IX): (i) the Ardagh Seller hereby sells and agrees to transfer the Ardagh Seller Shares to Buyer (or its designee) on the Closing Date and Buyer hereby purchases and agrees to accept, or cause to be purchased and accepted, the transfer of the Ardagh Seller Shares from the Ardagh Seller on the Closing Date; and (ii) the Exal Seller hereby sells and agrees to transfer the Exal Seller Blocker Shares to Buyer (or its designee) on the Closing Date and Buyer hereby purchases and agrees to accept, or cause to be purchased and accepted, the transfer of the Exal Seller Blocker Shares from the Exal Seller on the Closing Date. The Shares shall be sold by each Seller free from Liens (other than transfer restrictions imposed by applicable securities Laws) and together with all rights and advantages attaching to them as at the Closing (including the right to receive all dividends or distributions declared, made or paid on or after the Closing).

(b) On the Closing Date, after confirmation by the Notary to the Sellers and Buyer of receipt of the amounts described in Section*** 3.2* and delivery of each of the closing deliveries set out in Section*** 2.3* below, each Seller shall transfer the Shares held by it to Buyer (or its designee), Buyer shall accept, or cause to be accepted, such transfer, and each Seller shall procure that the Company and, as applicable, the Blocker acknowledge the transfer of the Shares, the foregoing to be effected by execution of the Notarial Transfer Deeds by, or on behalf of, the Sellers, Buyer, the Company and, as applicable, the Blocker. References to Buyer in Section*** 2.3(b)(ii)* shall include any such designee, as applicable.

2.2 Closing.The transfer of the Shares by execution of the Notarial Transfer Deeds and payment of the amounts described in Section*** 3.2* pursuant to Section*** 2.1* of this Agreement (the “Closing”) shall take place on a date to be specified by the Parties, which date shall be no later than the third Business Day after satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) by electronic (i.e., email or PDF documents) delivery of documents, unless another time, date or place is agreed to in writing by Buyer and the Seller Representative; provided that notwithstanding the satisfaction or waiver of the conditions set forth in Article IX, unless otherwise agreed by Buyer and the Seller Representative, Buyer shall not be required to effect the Closing prior to May 15, 2027; provided, further, that the Closing shall occur substantially concurrently with the Project Vulcan Closing, and Buyer shall not be required to effect the Closing prior to the date on which the Project Vulcan Closing is required to occur. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date”.

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2.3 Closing Deliveries of the Parties.

(a) Deliveries by the Company, the Blocker and the Sellers. At or prior to the Closing, the Company, the Blocker and, as applicable, the Sellers shall deliver or cause to be delivered to Buyer:

(i) Closing Certificates.

(A) A certificate, dated as of the Closing Date, signed by an authorized signatory of the Company as to the satisfaction of the conditions set forth in Section*** 9.2(a), Section** 9.2(d), Section** 9.2(f)* and Section*** 9.2(g)*, in each case, solely with respect to the Company;

(B) A certificate, dated as of the Closing Date, signed by an authorized signatory of the Blocker as to the satisfaction of the conditions set forth in Section*** 9.2(a), Section** 9.2(c), Section** 9.2(f)* and Section*** 9.2(g)*, in each case, solely with respect to the Blocker; and

(C) A certificate, dated as of the Closing Date, signed by an authorized signatory of each Seller as to the satisfaction of the conditions set forth in Section*** 9.2(a), Section** 9.2(b)* and Section*** 9.2(g)*, in each case, solely with respect to such Seller (clauses (A) – (C), the “Closing Certificates”);

(ii) Payoff Letters. At least two Business Days prior to the Closing Date, one or more executed lien releases or “payoff letters” or similar documents (the “Payoff Letters”) in respect of (x) the Existing Credit Agreements (A) in form and substance reasonably satisfactory to Buyer and (B) providing for the automatic release of all Liens and guarantees securing or otherwise relating to the Specified Debt upon receipt of the applicable payoff amounts (including copies of UCC-3 termination statements and other duly authorized Lien release documentation relating to the Specified Debt, in a form suitable for filing or recording, in each case, as applicable) and (y) the Ardagh Debt Documents (A) in form and substance reasonably satisfactory to Buyer and (B) providing for the automatic release of all Liens on the Ardagh Seller Shares securing or otherwise relating to indebtedness under the Ardagh Debt Documents at the Closing, without any requirement for repayment of such indebtedness (including copies of UCC-3 amendments releasing the Ardagh Seller Shares from the collateral covered by any applicable financing statement and other duly authorized partial Lien release documentation (including any share pledge release or deed of release) relating to the Ardagh Seller Shares, in a form suitable for filing or recording, in each case, as applicable); provided that, in each case of the foregoing clauses (x) and (y), the Company shall use reasonable best efforts to deliver, or cause the applicable agents to deliver, all required foreign Lien release documentation at or promptly following the Closing;

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(iii) Resignations. Duly executed written resignations (or other evidence of removal), effective as of the Closing, of the Blocker’s and the Acquired Companies’ officers and each of the members of the board of directors (or similar governing body) of the Acquired Companies, in each case, affiliated with the Sponsor or the Ardagh Seller or as otherwise requested by Buyer in writing to the Seller Representative not less than five Business Days prior to the Closing;

(iv) Notarial Transfer Deed. The Notarial Transfer Deeds in respect of the Shares, duly executed by the Notary on behalf of the applicable Seller, pursuant to which such Seller shall transfer title to the applicable Shares to Buyer;

(v) Notarial Deliverables. The Sellers shall, or shall procure that the Blocker or the Company shall, as applicable, deliver or make available to the Notary:

(A) a PoA granted by each Seller, to execute the applicable Notarial Transfer Deed on its behalf, or a copy thereof;

(B) a PoA granted by the Company, to execute the relevant Notarial Transfer Deed on its behalf, or a copy thereof;

(C) a PoA granted by the Blocker, to execute the relevant Notarial Transfer Deed on its behalf, or a copy thereof;

(D) the original, complete, up-to-date and fully signed shareholders’ registers of the Company and the Blocker;

(E) a confirmation letter (in a form satisfactory to the Notary) that, amongst other matters, confirms that all actions required to take place prior to the execution of the Notarial Transfer Deeds pursuant to this Agreement have taken place or have been waived, in each case to the satisfaction of the Sellers, and that the Notary may proceed with the execution of the Notarial Transfer Deeds, or a copy thereof;

(F) a resolution of the management board (or equivalent governing body) of each Seller to, inter alia, vote on the shares in the capital of the Company or the Blocker, as applicable, in relation to the Transactions and appoint such managing directors to the Company or the Blocker as designated by Buyer, or a copy thereof; and

(G) any document to comply with any know your customer (KYC) or ultimate beneficial owner requirements of the Notary.

(vi) Escrow Agreement. A counterpart of the Escrow Agreement, duly executed by the Seller Representative and the Escrow Agent.

(vii) Redemption. The Redemption Agreement, duly executed by each of the parties thereto, together with (A) evidence of the redemption and cancellation of the Firmoront Seller Blocker Shares, the Trivium Packaging Shares, the Aluminum Packaging Shares and the Exal Holdings Shares and (B) evidence of the termination of the Voting Agreements in accordance with Section*** 8.25*.

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(viii) FIRPTA Certificate. To the extent legally able to be provided, a certificate of Trivium Packaging USA Holdings Company, dated as of the Closing Date and prepared in accordance with Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3), certifying that interests in Trivium Packaging USA Holdings Company are not United States real property interests within the meaning of Section 897(c) of the Code, together with the related notice to the IRS described in Treasury Regulations Section 1.897-2(h)(2), which notice Buyer shall cause to be timely submitted to the IRS.

(b) Deliveries by Buyer. At or prior to the Closing, Buyer will deliver or cause to be delivered to the Company or the applicable Person:

(i) Closing Certificate. A certificate, dated as of the Closing Date, signed by an authorized signatory of Buyer as to the satisfaction of the conditions set forth in Section*** 9.3(a), Section** 9.3(b)* and Section*** 9.3(c)*;

(ii) Notarial Deliverables. Buyer shall deliver or make available to the Notary:

(A) a data card, duly signed by each individual who will qualify as (pseudo-)ultimate beneficial owner of the Company and the Blocker immediately upon the execution of the Notarial Transfer Deeds, and, if so requested by the Notary, legalized and such legalization confirmed by apostille, including a proof of address of each such individual who does not have a Dutch citizen’s identification number (which proof may not be older than one (1) month at the Closing Date) and, to the extent applicable, any documentation evidencing the nature and extent of the beneficial interest held (in a form satisfactory to the Notary);

(B) a data card, duly signed by Buyer to register Buyer as sole shareholder of the Blocker with the Dutch Trade Register, together with an extract from the commercial register where Buyer is registered (which extract may not be older than one (1) month at the Closing Date) and, if so requested by the Notary, legalized, including a confirmation of authority or, if the legalization cannot include such confirmation of authority, any other evidence of authority to the satisfaction of the Notary, such legalization confirmed by apostille;

(C) a data card, duly signed by Buyer to register Buyer as managing director of the Company with the Dutch Trade Register and, if so requested by the Notary, legalized, including a confirmation of authority or, if the legalization cannot include such confirmation of authority, any other evidence of authority to the satisfaction of the Notary, and such legalization confirmed by apostille;

(D) a confirmation letter (in a form satisfactory to the Notary) that, amongst other matters, confirms that all actions required to take place prior to the execution of the Notarial Transfer Deeds pursuant to this Agreement have taken place or have been waived, in each case to the satisfaction of Buyer, and that the Notary may proceed with the execution of the Notarial Transfer Deeds, or a copy thereof;

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(E) a PoA, granted by Buyer, to execute each Notarial Transfer Deed on its behalf, or a copy thereof; and

(F) any document to comply with any know your customer (KYC) or ultimate beneficial owner requirements of the Notary.

(iii) Escrow Agreement. A counterpart of the Escrow Agreement, duly executed by Buyer.

(iv) Closing Payments. Payment of the closing payments described in Section*** 3.2*.

2.4 Allocation Schedule.At least five Business Days prior to the Closing, the Company will prepare and submit to Buyer a schedule setting forth: (a) the number and type of the Shares held by each Seller, (b) the percentage of the Estimated Consideration payable to each Seller (as to each Seller, such Seller’s “Pro Rata Share”), (c) the amount of cash payable to each Seller at the Closing, (d) the current address of each Seller, (e) the Estimated Company Transaction Expenses and the applicable recipients thereof and (f) all wiring instructions necessary to facilitate the payments pursuant to Section*** 3.2* (the “Allocation Schedule”).

2.5 Post-Closing Register Updates.After the Closing, Buyer shall procure that the Notary updates the shareholders’ register of each of the Company and the Blocker. After the Closing, Buyer shall procure that the Notary updates the Dutch Trade Register with the relevant resignations, appointments, change(s) in shareholder(s), ultimate beneficial owner(s) and the Company’s and the Blocker’s address and amended articles of association (as applicable).

**ARTICLE III **

**PURCHASE PRICE **

3.1 *Estimated *Statement. No later than five Business Days prior to the Closing Date, the Company or the Sellers shall provide Buyer with a written statement (the “Estimated Statement”) reflecting the Company’s good faith estimate (without duplication) of (a) Leakage (if any) (“Estimated Leakage”) and (b) the Company Transaction Expenses (“Estimated Company Transaction Expenses”), and the resulting calculation of Estimated Consideration, together with the Allocation Schedule, in each case, based upon the accounting books and records of the Blocker and the Acquired Companies and in accordance with this Agreement. The Estimated Statement shall be accompanied by reasonable supporting detail and documentation and the Seller Representative shall consider in good faith any comments provided by Buyer; provided that (i) such review and comment process shall not delay the Closing and (ii) the Seller Representative shall not be obligated to amend or otherwise modify the Estimated Statement in response to any such comments. No later than three Business Days after receipt of the Estimated Statement (as it may have been modified by the Seller Representative after considering any comments from Buyer), Buyer shall provide to the Seller Representative a detailed funds flow memorandum in Excel format (including all underlying calculations, formulas and amounts therein) setting forth

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all payments to be made by or on behalf of the Parties at the Closing in accordance with this Agreement. The funds flow memorandum shall be consistent with the Estimated Statement and the Allocation Schedule and, to the extent provided on the Estimated Statement and the Allocation Schedule, shall separately identify Company Transaction Expenses remaining unpaid immediately prior to the Closing and payable pursuant to Section*** 3.2(c)*. Buyer shall promptly correct any error or inconsistency in the funds flow memorandum identified by the Seller Representative prior to the Closing. Buyer shall be entitled to conclusively rely on the allocations set forth in the Estimated Statement and the Allocation Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and in no event shall Buyer or any of its Affiliates (including, from and after the Closing, the Acquired Companies and the Blocker) or Representatives have any liability to any Person (including any Seller) solely as a result of making the Closing payments in accordance with the Estimated Statement and the Allocation Schedule; provided that nothing in this sentence shall relieve Buyer of liability for any failure to make a payment in accordance with the Estimated Statement, the Allocation Schedule or this Agreement, or for any error introduced by Buyer in the funds flow memorandum.

3.2 Closing Date Payments by Buyer.

(a) Payments in respect of the Shares. At the Closing, Buyer shall pay, or cause to be paid, directly to:

(i) the Exal Seller, by wire transfer of immediately available funds to the account(s) designated in the Allocation Schedule, an amount equal to the portion of the Estimated Consideration as determined in accordance with Section*** 3.1* allocated to the Exal Seller Blocker Shares, as set forth on the Allocation Schedule; and

(ii) the Ardagh Seller, by wire transfer of immediately available funds to the account(s) designated in the Allocation Schedule, an amount equal to the portion of the Estimated Consideration as determined in accordance with Section*** 3.1* allocated to the Ardagh Seller Shares, as set forth on the Allocation Schedule.

(b) Payments in respect of Specified Debt. At the Closing, upon the terms and conditions of this Agreement, Buyer shall pay, or cause to be paid, on behalf of the Acquired Companies, the Debt Payoff Amount by wire transfer of immediately available funds to the Persons or bank accounts specified in the Payoff Letters for the Specified Debt.

(c) Payments in respect of Company Transaction Expenses. At the Closing, upon the terms and conditions of this Agreement, Buyer shall pay, or cause to be paid, on behalf of the Blocker and the Acquired Companies, the Company Transaction Expenses that remain unpaid as of immediately prior to the Closing to the applicable recipients as set forth on the Allocation Schedule by wire transfer of immediately available funds to such Persons or to an Acquired Company (in the case of such payments to an Acquired Company, for further distribution of such amounts by the applicable Acquired Company through the next administratively practicable payroll, to the extent relating to compensation for employees or other service providers); provided that any compensation payments to service providers of the Acquired Companies shall be paid in accordance with their respective terms and, if applicable, net of any applicable withholding Tax.

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(d) Payments in respect of Expense Reserve Holdback Amount. At the Closing, Buyer shall pay, or cause to be paid, to the Expense Reserve Holdback Account an amount equal to the Expense Reserve Holdback Amount.

(e) Payment in respect of Escrow Amount. At the Closing, Buyer shall deposit, or cause to be deposited, an amount equal to the Escrow Amount, to be held in the Escrow Account and released in accordance with this Agreement and the Escrow Agreement; provided that the Escrow Funds shall not constitute the sole source of recovery for, and shall not limit or cap, any such amounts or any other amount payable to Buyer under Section*** 3.3*.

3.3 Closing Statement.

(a) Within 75 days following the Closing Date, Buyer shall deliver to the Seller Representative a written statement (the “Closing Statement”), setting forth its good faith calculation of the Leakage, the Company Transaction Expenses and the resulting calculation of Final Consideration, in each case prepared in a manner consistent with the definitions in this Agreement and based upon the accounting books and records of the Blocker and the Acquired Companies, together with reasonable supporting detail and documentation. If Buyer fails to timely deliver the Closing Statement, then the Seller Representative may deliver written notice of such failure to Buyer, and if Buyer does not deliver the Closing Statement within five Business Days following receipt of such notice, the Estimated Statement shall be deemed to be the final Closing Statement and shall be final, conclusive and binding on the Parties.

(b) Within 30 days following receipt by the Seller Representative of the Closing Statement (such period, the “Review Period”), the Seller Representative shall deliver written notice to Buyer of any dispute the Seller Representative has with respect to the calculation of Leakage, Company Transaction Expenses or Final Consideration reflected in the Closing Statement (the “Dispute Notice”); provided that if the Seller Representative does not deliver any Dispute Notice to Buyer within such Review Period, the Closing Statement will be final, conclusive and binding on the Parties. The Dispute Notice shall set forth in reasonable detail (i) any item on the Closing Statement that the Seller Representative disputes and (ii) the Seller Representative’s estimate of the correct amount of such item. Any items not disputed or objected to in the Dispute Notice timely delivered by the Seller Representative to Buyer shall be deemed to have been accepted by the Parties. The Closing Statement shall be deemed to have been accepted by the Parties and shall become final and binding upon the Parties as of the expiration of the Review Period with respect to any matters set forth therein not then subject to an unresolved dispute set forth in the Dispute Notice. Upon receipt by Buyer of a Dispute Notice, Buyer and the Seller Representative shall negotiate in good faith to resolve any dispute set forth therein. All such discussions and communications related thereto shall (unless otherwise agreed by Buyer and the Seller Representative) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule, in each case, as in effect as of the Put Option Date, and any resolution by them agreed to in writing as to any disputed amounts shall be final, binding and conclusive.

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(c) If Buyer and the Seller Representative fail to resolve any such dispute within 30 days after delivery of the Dispute Notice or such longer period as mutually agreed to by the Parties (the “Dispute Resolution Period”), then, within ten Business Days following the expiration of the Dispute Resolution Period, Grant Thornton LLP or, if such firm is not available or is unwilling to accept the engagement, then a nationally recognized firm of independent certified public accountants reasonably acceptable to the Seller Representative and Buyer (the “Independent Accounting Firm”) shall be engaged to resolve any such dispute; provided that, if the Seller Representative and Buyer are unable to mutually agree on an accounting firm to serve as the Independent Accounting Firm or such selected accounting firm is unwilling or unable to perform the services required under this Section*** 3.3* and the Seller Representative and Buyer are unable to mutually agree on another accounting firm to serve as the Independent Accounting Firm, then each of the Seller Representative and Buyer shall select a nationally recognized major accounting firm, and the two firms will mutually select a third nationally recognized firm of independent certified public accountants to serve as the Independent Accounting Firm. The Seller Representative and Buyer each agree to promptly sign an engagement letter, in commercially reasonable form, as may reasonably be required by the Independent Accounting Firm. As promptly as practicable, and in any event not more than 15 days following the engagement of the Independent Accounting Firm, Buyer and the Seller Representative shall each prepare and submit a written presentation detailing each party’s complete statement of proposed resolution of each issue set forth in the Dispute Notice and still in dispute to the Independent Accounting Firm (it being understood that the content of each such presentation shall be limited to whether the Leakage and the Company Transaction Expenses were properly calculated in accordance with the definitions in this Agreement, the proposed resolution of each disputed issue by such Party and reasonable supporting detail for the foregoing). Buyer and the Seller Representative shall instruct the Independent Accounting Firm to, as soon as practicable after the submission of the presentations described in the immediately preceding sentence and in any event not more than 20 days following such presentations, acting as an expert in accounting and not as an arbitrator, make a final determination, binding on the Parties to this Agreement, of the appropriate amount of each of the line items that remain in dispute as indicated in the Dispute Notice in accordance with the definitions and terms of this Agreement. None of the Seller Representative, Buyer, or any of their respective Affiliates shall have any ex parte communications or meetings with the Independent Accounting Firm regarding the subject matter hereof without the other Party’s prior written consent. Neither Buyer nor the Seller Representative will disclose to the Independent Accounting Firm any settlement discussions or settlement offer made by or on behalf of Buyer or the Seller Representative, and the Independent Accounting Firm shall agree that between the time the Seller Representative delivered the Dispute Notice and the date on which any disputed item was submitted to the Independent Accounting Firm, Buyer and the Seller Representative and their respective Representatives may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions, and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing or in respect of the Independent Accounting Firm’s engagement in the dispute, and the Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed items. With respect to each disputed line item, the Independent Accounting Firm shall only assign a value to each disputed item equal to the value claimed by either the Seller Representative or Buyer. Notwithstanding the foregoing, the scope of the disputes to be resolved by the Independent Accounting Firm shall be limited to whether any disputed determinations of the Leakage and the Company Transaction Expenses were properly calculated in accordance with the definitions in this Agreement, and the Independent Accounting Firm shall not create, imply or otherwise give effect to any category of Leakage, Company Transaction Expenses or other adjustment to Final

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Consideration that is not expressly contemplated by this Agreement. The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Buyer, on the one hand, and the Seller Representative, on the other hand, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such Party, as determined by the Independent Accounting Firm. For example, if the Seller Representative claims in a Dispute Notice that the adjustment amount is $1,000 greater than the amount determined by Buyer in the Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding the Seller Representative $600 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 600 ÷ 1,000) to Buyer and 40% (i.e., 400 ÷ 1,000) to the Seller Representative. All determinations made by the Independent Accounting Firm, and the Closing Statement, as modified by the Independent Accounting Firm, will, absent manifest error or fraud, (i) be final, conclusive and binding on the Parties and (ii) neither Buyer nor the Seller Representative shall seek further recourse to courts or other tribunals, other than to enforce such determination.

(d) For purposes of complying with the terms set forth in this Section*** 3.3*, each of the Seller Representative and Buyer shall reasonably cooperate with and promptly make available to each other and their respective Representatives, to the extent requested, all personnel, information, records, data and working papers (subject to customary confidentiality agreements and access letters, as applicable), and shall permit reasonable access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Closing Statement, as applicable, and the resolution of any disputes thereunder; provided that the Seller Representative or Buyer may withhold any document (or portions thereof) or information that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, on the advice of legal counsel, would reasonably be expected to risk a waiver of such privilege or if the provision of access to such document (or portion thereof) or information, on the advice of legal counsel, would reasonably be expected to conflict with applicable Law (it being agreed, that, in the event any of the restrictions in the foregoing apply, the disclosing party shall provide the other party with a reasonably detailed description and summary of the information not provided and cooperate in good faith with such other party to design and implement alternative disclosure arrangements to enable such other party and its Representatives to evaluate any such information without resulting in such violation or jeopardizing such attorney-client privilege or contravening such Laws).

(e) Within five Business Days of the final determination of the Final Consideration:

(i) if the Final Consideration exceeds the Estimated Consideration paid at the Closing, then (A) Buyer shall pay or cause to be paid to the Sellers (in accordance with their respective Pro Rata Shares as set forth in the Allocation Schedule) an amount in cash equal to such excess, in each case by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative, and (B) Buyer and the Seller Representative shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to the Exal Seller a portion of the Escrow Funds in an amount equal to its Pro Rata Share in the Escrow Funds by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative.

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(ii) if the Final Consideration is less than the Estimated Consideration paid at the Closing (the amount of such shortfall, the “Downward Adjustment Amount”), then (A) Buyer and the Seller Representative shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release the to (1) Buyer a portion of the Escrow Funds in an amount equal to the lesser of (x) the Escrow Funds and (y) the Downward Adjustment Amount and (2) the Exal Seller a portion of the Escrow Funds in an amount equal to its Pro Rata Share of the remaining Escrow Funds, if any, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative and (B) to the extent the Downward Adjustment Amount exceeds the amount of the Escrow Funds (such shortfall amount, the “Shortfall Amount”), then the Sellers shall, severally and not jointly, pay or cause to be paid to Buyer an amount in cash equal to such Seller’s portion of the Shortfall Amount; provided that such obligations of the Sellers shall be (x) in the case of any Shortfall Amount in respect of Company Transaction Expenses in excess of the Estimated Company Transaction Expenses, an amount equal to the portion of the Shortfall Amount equal to such Company Transaction Expenses in accordance with their respective Pro Rata Shares as set forth in the Allocation Schedule, and (y) any Leakage in excess of Estimated Leakage to a Seller or its Related Leakage Parties, such Seller severally undertakes to pay to Buyer an amount equal to the portion of the Shortfall Amount equal to such Leakage received by or for the benefit of it or its applicable Related Leakage Party; provided, further, that, the Parties agree that the Escrow Funds released to Buyer pursuant to clause (A) above shall be deemed to have been applied against (x) first, the portion of the Downward Adjustment Amount attributable to Leakage in excess of Estimated Leakage and (y) thereafter, the portion of the Downward Adjustment Amount attributable to Company Transaction Expenses in excess of the Estimated Company Transaction Expenses;

(iii) if the Final Consideration is equal to the Estimated Consideration paid at the Closing, then Buyer and the Seller Representative shall deliver to the Escrow Agent a joint written instruction instructing the Escrow Agent to release to the Exal Seller a portion of the Escrow Funds in an amount equal to its Pro Rata Share of the Escrow Funds by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative.

(f) Any payment made pursuant to this Section*** 3.3* shall be treated as an adjustment to the Estimated Consideration for all purposes, except as otherwise required by applicable Law. The adjustment procedures described in this Section*** 3.3* shall be the sole and exclusive remedy with respect to determination of Leakage and Company Transaction Expenses, and the resulting calculation of the Final Consideration.

(g) The aggregate liability of each Seller in respect of any Leakage shall not exceed an amount equal to the Leakage received by or given for the benefit of or deemed to be received by such Seller and its Related Leakage Parties (it being understood that the foregoing limitation shall not limit Buyer’s recourse to the Escrow Funds in accordance with Section*** 3.3(e)*). Any Leakage attributed to the Blocker shall be counted only once and shall be allocated solely to the Exal Seller. Any Specified Leakage shall be allocated solely to the Ardagh Seller.

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(h) Any (i) Leakage that cannot reasonably be attributed to be for the benefit of any particular Seller or a Related Leakage Party of a Seller, shall be deemed to be for the benefit of both Sellers pro rata in accordance with each Seller’s Pro Rata Share and (ii) Leakage under paragraph (j) of the definition of Leakage shall be deemed to be received by or for the benefit of any Seller if it is payable, arises or is incurred in connection with any Leakage paid to, for the benefit of or on behalf of that Seller or a Related Leakage Party of that Seller or deemed to be for the benefit of that Seller pursuant to Section*** 3.3(g)*.

3.4 Withholding. The Parties agree that, absent a change in applicable Law to the contrary, no deductions or withholdings for or on account of Tax are expected to be required by applicable Law to be made with respect to the payment of the Estimated Consideration or Final Consideration, as applicable. If, as a result of such change in applicable Law, any Person (including Buyer, the Company or any of their respective Affiliates) is required to deduct and withhold from any payments made under this Agreement to the Sellers or any other Person, such Person shall be entitled to deduct and withhold such amounts, and any amounts so deducted and withheld and paid over to the appropriate Governmental Body as required by applicable Law shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Buyer, the Company and their respective Affiliates, as applicable, shall use commercially reasonable efforts to provide the applicable payee with a written notice of its intention to withhold at least five (5) Business Days prior to any such withholding and each of the applicable Parties shall use commercially reasonable efforts to minimize any such Taxes. No deduction or withholding for or on account of Tax from any amounts payable under this Agreement shall be permitted with respect to the failure to cause to be delivered the certificate described in Section*** 2.3(a)(viii)*.

**ARTICLE IV **

**REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS **

Except as set forth on the disclosure schedule delivered to Buyer substantially concurrently with the execution of the Put Option Agreement (the “Company Disclosure Schedules”), each Seller, severally as to such Seller only (and not jointly and severally), hereby represents and warrants to Buyer that:

4.1 Organization and Good Standing.Such Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation and has all requisite power and authority to own, lease and operate its material properties, rights and assets and to carry on its business in all material respects as now conducted. There are no Legal Proceedings pending or threatened in writing, for dissolution, liquidation or insolvency of such Seller.

4.2 Authorization of Agreement.Such Seller has all requisite power and authority to execute and deliver this Agreement and any Transaction Documents to which such Seller is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance of this Agreement by such Seller and any Transaction Documents to which such Seller is a party and the consummation by such Seller of the Transactions have been (or, with respect to any Transaction Document to be entered into at the Closing, will have been as of the Closing) duly authorized by all necessary action, and no other

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proceedings on the part of such Seller and no additional approvals are necessary to authorize the execution, delivery and performance of this Agreement and any Transaction Documents to which such Seller is a party and the consummation of the Transactions. This Agreement has been (or, with respect to any Transaction Document to be entered into at the Closing, will have been as of the Closing) duly and validly executed and delivered by such Seller and assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and any Transaction Document when so executed and delivered by such Seller will constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except to the extent that enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Equitable Exceptions”).

4.3 Ownership of the Shares.Such Seller is the sole legal and beneficial owner of all of such Seller’s Shares, free and clear of any and all Liens (other than restrictions arising under the Organizational Documents of the Blocker or the Acquired Companies, as applicable, or restrictions relating to the transferability of securities under applicable securities Laws), and has the right to exercise all voting, economic and other rights over such Seller’s Shares. Such Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Shares to Buyer, as provided in this Agreement, and such delivery will convey to Buyer good and marketable title to such Shares, free and clear of any and all Liens (other than restrictions arising under the Organizational Documents of the Blocker or the Acquired Company, as applicable, or restrictions relating to the transferability of securities under applicable securities Laws).

4.4 Non-contravention.None of the execution, delivery or performance of this Agreement or the other Transaction Documents, the consummation of the Transactions or compliance by such Seller with any of the provisions hereof or thereof will (a) conflict with or violate in any material respect any Law to which such Seller is subject, (b) conflict with or violate in any material respect any provision of any Organizational Documents of such Seller or (c) materially conflict with, result in a breach or violation of or any loss of any benefit under or termination of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice, authorization, approval or consent under, or result in the imposition of any Lien (other than Permitted Liens) upon any of the material rights, properties or assets of such Seller under any Contract or Permit to which such Seller is a party. Except as required by applicable Antitrust Laws and the execution of the Notarial Transfer Deeds, such Seller is not required to provide any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order for such Seller to consummate the Transactions, except in each case where the failure to give such notice or obtain such approval would not prohibit, restrain or otherwise materially delay such Seller’s performance of this Agreement or ability to consummate the Transactions.

4.5 Litigation. There are no, and since the Lookback Date there have not been, any Legal Proceedings pending or threatened in writing against such Seller that would prohibit, restrain or otherwise materially delay such Seller’s performance under this Agreement or the consummation of the Transactions. Except as set forth on Schedule 4.5 of the Company Disclosure Schedules, neither Seller, nor any direct or indirect Affiliate of such Seller (excluding any Acquired Company) is subject to any Order or Legal Proceeding except to the extent such Order or Legal Proceeding would not reasonably be expected to prohibit or restrain the ability of such Seller to enter into this Agreement or consummate the Transactions.

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4.6 Brokers’* Fee*.Except as set forth on Schedule 6.22 of the Company Disclosure Schedules, which arrangements shall be accounted for as Company Transaction Expenses, such Seller has not entered into any agreement with any Person that would obligate any Acquired Company to pay any commission, brokerage, financial advisory, investment banker fee, “finder’s fee” or similar fee in connection with the consummation of the Transactions.

4.7 Leakage. Except as set forth on Schedule 6.23(a) of the Company Disclosure Schedules, from the Locked Box Date to the Put Option Date, neither such Seller nor any of its Related Leakage Parties has received or benefited from, or entered into any agreement, arrangement or commitment (whether or not conditional) to receive or benefit from, any Leakage, other than Permitted Leakage.

4.8 Portfolio Company Arrangements.Except as set forth on Schedule 4.8 of the Company Disclosure Schedules, to the knowledge of such Seller, there are, and since the Lookback Date there have been, no Contracts, arrangements or transactions between the Blocker or any Acquired Company, on the one hand, and any portfolio or investee company of such Seller or the Sponsor or their respective Affiliates, on the other hand, involving payments to or by the Blocker or any Acquired Company in excess of $10,000,000 in any calendar year.

4.9 30% Rule Vehicles.The Exal Seller represents and warrants to Buyer that:

(a) the Firmoront Blocker Seller is a corporation validly existing under the Laws of the Province of Ontario, Canada, and is the sole legal and beneficial owner of the Firmoront Seller Blocker Shares, the Trivium Packaging Shares, the Aluminum Packaging Shares and the Exal Holdings Shares, which together constitute all of the Equity Securities of, and all rights to acquire Equity Securities of, the Blocker and the Acquired Companies held by the Firmoront Blocker Seller or any of its Affiliates (other than the Sellers and their Subsidiaries);

(b) other than the Firmoront Blocker Seller, no Person that is or was formed or used as part of the Sponsor’s compliance structure under the “30% Rule” in respect of the Blocker or the Acquired Companies (including Secmoront Corp. and Thirdmoront Corp.) holds, or has any right to acquire, any Equity Securities of the Blocker or any Acquired Company;

(c) Schedule 4.9 of the Company Disclosure Schedules sets forth a true and complete list of the Voting Agreements, in effect as of the Put Option Date, true and complete copies of which (including all amendments, restatements and assignments) have been made available to Buyer, and other than this Agreement and the other Transaction Documents, the Voting Agreements and the Organizational Documents of the Blocker and the applicable Acquired Companies, there is no Contract in effect as of the Put Option Date with respect to the voting, redemption, sale, transfer or other disposition of any Equity Securities held by the Firmoront Blocker Seller, and neither Secmoront Corp. nor Thirdmoront Corp. is a party to any Contract with the Blocker or any Acquired Company that remains in effect; and

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(d) the Exal Seller has, and at the Closing will have, the right (whether pursuant to the Voting Agreements or otherwise) to cause the Redemption to be consummated in accordance with the Redemption Agreement and to cause the Voting Agreements to be terminated, in each case without the consent of any Person other than the Firmoront Blocker Seller and its Affiliates, the Blocker and the Acquired Companies.

4.10 Non-Reliance.Except for the specific representations and warranties expressly made by Buyer in Article VII of this Agreement, and subject to the specifically bargained-for exclusive remedies as set forth in this Agreement, each Seller, on behalf of itself, the Blocker (as applicable) and the Company, represents and warrants to Buyer that it is not relying upon, and will not rely upon, (a) any representation or warranty, express or implied, at law or in equity, made by any Person in respect of Buyer or Buyer’s businesses, assets, liabilities, operations, prospects, or condition (financial or otherwise), including the accuracy or completeness of any confidential information memoranda, documents, projections, forward-looking statements, forecasts, opinions, advice, material, statement, data, or other information (financial or otherwise) regarding Buyer provided to, or otherwise made available to, the Sellers, the Blocker or the Company or their respective Representatives in connection with the Transactions, and (b) any Person providing or not providing any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties set forth in Article VII of this Agreement.

**ARTICLE V **

**REPRESENTATIONS AND WARRANTIES REGARDING THE BLOCKER **

Except as set forth on the Company Disclosure Schedules, the Blocker hereby represents and warrants to Buyer that:

5.1 Organization and Good Standing.The Blocker is duly organized and validly existing under the Laws of the Netherlands and has all requisite power and authority to own, lease and operate its material properties, rights and assets and to carry on its business in all material respects as now conducted. There are no Legal Proceedings pending or threatened in writing for dissolution, liquidation or insolvency of the Blocker.

5.2 Authorization of Agreement.The Blocker has all requisite power and authority to execute and deliver this Agreement and any Transaction Documents to which the Blocker is a party, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Blocker and any Transaction Documents to which the Blocker is a party and the consummation by the Blocker of the Transactions have been (or, with respect to any Transaction Document to be entered into at the Closing, will have been as of the Closing) duly authorized by all necessary action, and no other proceedings on the part of the Blocker and no additional approvals are necessary to authorize the execution, delivery and performance of this Agreement and any Transaction Documents to which the Blocker is a party and the consummation of the Transactions. This Agreement has been (or, with respect to any Transaction Document to be entered into at the Closing, will have been as of the Closing) duly and validly executed and delivered by the Blocker and assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and any Transaction Document when so executed and delivered by the Blocker will constitute, the legal, valid and binding obligation of the Blocker, enforceable against the Blocker in accordance with its terms, except to the extent that enforceability thereof may be limited by the Equitable Exceptions.

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5.3 Ownership of the Shares; Capitalization.

(a) The Blocker is the sole legal and beneficial owner of all of the Blocker Company Shares, free and clear of any and all Liens (other than restrictions arising under the Organizational Documents of the Acquired Companies or restrictions relating to the transferability of securities under applicable securities Laws).

(b) After giving effect to the Redemption, (i) the Exal Seller Blocker Shares will constitute all of the issued and outstanding shares in the share capital of the Blocker and (ii) the Exal Seller is the sole legal and beneficial owner of the Exal Seller Blocker Shares and has the right to exercise all voting, economic and other rights over the Exal Seller Blocker Shares.

(c) The Blocker has never issued a joint and several liability declaration as described in Section 2:403 of the Dutch Civil Code and no such declarations have been issued in respect of the Blocker.

(d) Except for this Agreement and the Organizational Documents of the Blocker, there are no other documents relating to the authority, purpose, duration or rules relating to the operation of the Blocker, its shareholders’ meeting, the management board or other corporate bodies of the Blocker and after giving effect to the Redemption, no Person has the right (whether exercisable now or in the future and whether contingent or not) to call for the conversion, issue, registration, sale or transfer or repayment of any shares of capital stock of the Blocker or any other security giving rise to a right over, or an interest in, the capital of the Blocker under any option, agreement or other arrangement (including conversion rights and rights of preemption). Other than this Agreement, the Voting Agreements and the Organizational Documents of the Blocker, as of the Put Option Date, the Blocker is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the shares in the share capital of the Blocker.

5.4 Non-contravention.None of the execution, delivery or performance of this Agreement or the other Transaction Documents, the consummation of the Transactions or compliance by the Blocker with any of the provisions hereof or thereof will (a) conflict with or violate in any material respect any Law to which the Blocker is subject, (b) conflict with or violate in any material respect any provision of any Organizational Documents of the Blocker or (c) materially conflict with, result in a breach or violation of or any loss of any benefit under or termination of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice, authorization, approval or consent under, or result in the imposition of any Lien (other than Permitted Liens) upon any of the material rights, properties or assets of the Blocker under any Contract or Permit to which the Blocker is a party. Except as required by applicable Antitrust Laws and the execution of the Notarial Transfer Deeds, the Blocker is not required to provide any notice to, make any filing with or obtain any authorization, consent or approval of any Governmental Body in order for the Blocker to consummate the Transactions, except in each case where the failure to give such notice or obtain such approval would not prohibit, restrain or otherwise materially delay the Blocker’s performance of this Agreement or ability to consummate the Transactions (including the Redemption).

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5.5 Litigation.There are no, and since the Lookback Date there have not been, any Legal Proceedings pending or threatened in writing against the Blocker that would prohibit, restrain or otherwise materially delay** **the Blocker’s performance under this Agreement or ability to consummate the Transactions (including the Redemption).

5.6 Compliance with Laws.The Blocker is, and since the Lookback Date has been, in compliance with all Laws applicable to its business or operations in all material respects. Since the Lookback Date, the Blocker has not received any written notice of or been charged with the violation of any Laws which would reasonably be expected to result in liability to the Blocker, except for any such violation that would not prohibit, restrain or otherwise materially delay the Blocker’s performance of this Agreement or ability to consummate the Transactions (including the Redemption).

5.7 Holding Company.The Blocker does not have any material operations, assets or liabilities, and does not engage in, and has never engaged in, any business activities, other than (a) the ownership of the Blocker Company Shares and (b) business activities related to its formation and its equity capital and the issuance of indebtedness to its equityholders, in each case, including any activities related or incidental thereto. The Blocker (i) neither has, nor has ever had, any employees and (ii) does not own or lease, and has never owned or leased, any real property or personal property. The Blocker was formed for the sole purpose of holding the Blocker Company Shares. The Blocker has not incurred or become subject to any indebtedness or other liabilities other than (x) liabilities for Taxes, (y) liability for routine operating expenses incurred in the Ordinary Course of Business, including the preparation of financial statements and the preparation and filing of Tax Returns, and (z) obligations arising under its Organizational Documents and the Transaction Documents. The Blocker is not a party to any Contract other than its Organizational Documents, other Contracts entered into in connection with its ownership of the Blocker Company Shares (copies of which have been made available to Buyer) and Contracts which will be terminated at or prior to the Closing with no surviving liability or obligation of the Blocker.

5.8 Tax Matters.

(a) The Blocker has filed all income and other material Tax Returns that are required to be filed by or with respect to the Blocker (taking into account any extensions of time to file), and all such Tax Returns are true, correct, and complete in all material respects, and all income and other material Taxes (whether or not shown on any Tax Return) owed by the Blocker have been paid.

(b) The Blocker has complied with all Tax withholding requirements and all Tax-related information reporting requirements in all material respects (including any dividend withholding Taxes in respect of distributions to its shareholders).

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(c) The Blocker is not currently the subject of any audit or other examination with respect to any material Taxes by any Taxing Authority with respect to any open Tax years and the Blocker has not been informed in writing that any such audit or other examination is contemplated or pending. No income or other material Tax deficiencies have been asserted against the Blocker in writing by a Taxing Authority. The Blocker has not waived or extended the limitations period with respect to any material Tax or material Tax Return, which waiver or extension would be in effect after the Closing. There are no material Liens for Taxes upon any of the properties or assets of the Blocker, other than Permitted Liens.

(d) The Blocker is, and has at all times been, treated as a corporation for U.S. federal income tax purposes, and no entity classification election pursuant to Treasury Regulations Section 301.7701-3 has been made, or is pending or outstanding, with respect to the Blocker.

(e) The Blocker is, and has at all times been, resident for Tax purposes solely in the Netherlands and does not have, and has not at any time had, any branch, agency, permanent establishment or other taxable presence in any jurisdiction other than the Netherlands.

(f) The Blocker has no liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local or non-U.S. Law), as a transferee or successor, or by Contract (other than customary commercial agreements entered into in the Ordinary Course of Business the principal purpose of which does not relate to Taxes).

(g) The Blocker is not a party to or bound by any Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement (other than customary commercial agreements entered into in the Ordinary Course of Business the principal purpose of which does not relate to Taxes), and the Blocker is not, and has never been, a member of any affiliated, consolidated, combined, unitary or similar group for any Tax purpose, including any fiscal unity (fiscale eenheid) for Netherlands corporate income tax or value added tax purposes.

(h) No written claim has been made by any Governmental Body in a jurisdiction where the Blocker does not file Tax Returns that the Blocker is or may be subject to taxation by, or required to file Tax Returns in, such jurisdiction, which claim has not been finally resolved.

(i) The Blocker has not participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law).

(j) The Blocker will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) change in, or improper use of, any method of accounting for a taxable period ending on or prior to the Closing Date, (ii) closing agreement described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing or (iv) prepaid amount received, or deferred revenue recognized, on or prior to the Closing Date, in each case, arising outside the Ordinary Course of Business.

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(k) All transactions and arrangements between the Blocker and any related party have been entered into on arm’s-length terms in compliance with applicable transfer pricing Laws, and the Blocker has prepared and maintained in all material respects all transfer pricing documentation required under applicable Law.

(l) There is no material advance tax ruling, advance pricing agreement, private letter ruling or similar agreement or ruling in effect, or requested and currently pending, with respect to material amounts of Taxes of the Blocker (including any advance tax ruling or advance pricing agreement issued by any Taxing Authority).

(m) The Blocker (i) is not, and has never been, engaged in a trade or business within the United States for U.S. federal income tax purposes, (ii) does not have, and has never had, any income that is effectively connected with the conduct of a trade or business within the United States, (iii) is not required to file, and has never been required to file, any U.S. federal, state or local Tax Return and (iv) has not made an election under Section 897(i) of the Code to be treated as a domestic corporation.

(n) All records that the Blocker is required to keep for Tax purposes have been duly kept and are available for inspection at the premises of the Blocker or its Representatives.

(o) The Blocker does not qualify as a real estate investment company (onroerendezaakrechtspersoon) within the meaning of Article 4 of the Dutch Legal Transfer Tax Act 1970 (Wet op belastingen van rechtsverkeer 1970).

5.9 Related Party Agreements.Except for (a) the Organizational Documents of the Blocker, (b) the Blocker’s directors’ and officers’ liability insurance policy, (c) any intercompany liabilities or obligations between or among the Blocker or any of the Acquired Companies or (d) any indemnification agreement with any of the Blocker’s directors or officers, no director or officer of the Blocker nor any owner of more than five percent (5%) of the Equity Securities of the Blocker (i) is a party to any material Contract or other commitment to which the Blocker is a party or by which any of their respective assets or properties is bound, or (ii) to the knowledge of the Blocker, has a material interest in any such agreement, arrangement, contract or commitment to which the Blocker is a party or by which any of its assets or properties is bound.

5.10 Brokers’* Fee*.Except as set forth on Schedule 6.22 of the Company Disclosure Schedules, which arrangements shall be accounted for as Company Transaction Expenses, the Blocker has not entered into any agreement with any Person that would obligate the Blocker to pay any commission, brokerage, financial advisory, investment banker fee, “finder’s fee” or similar fee in connection with the consummation of the Transactions.

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**ARTICLE VI **

**REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED COMPANIES **

Except as set forth on the Company Disclosure Schedules, the Company hereby represents and warrants to Buyer that:

6.1 Organization and Good Standing.The Company is a private company with limited liability duly organized and validly existing under the Laws of the Netherlands and has all requisite corporate power and authority to own, lease and operate its material properties, rights and assets and to carry on its business in all material respects as now conducted. The Company is duly qualified or authorized to do business as a foreign corporation and is in good standing under the Laws of each jurisdiction in which it owns or leases real property and each other jurisdiction in which the conduct of its business or the ownership of its properties and assets requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not be material, individually or in the aggregate, to the Acquired Companies, taken as a whole. True, complete and correct copies of the Organizational Documents of the Company, each as amended and otherwise in effect as of the Put Option Date, have been made available to Buyer.

6.2 Authorization of Agreement.The Company has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to be executed by the Company in connection with the consummation of the Transactions (including, for the avoidance of doubt, the Put Option Agreement) (the “Company Documents”), to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance of this Agreement by the Company and the Company Documents and the consummation of the Transactions have been (or, with respect to any Company Document to be entered into at the Closing, will have been as of the Closing) duly authorized by all necessary action, and no other action on the part of the Company is necessary to authorize the execution, delivery and performance of this Agreement and each of the Company Documents, to perform its obligations hereunder and thereunder, and the consummation of the Transactions. This Agreement and the Company Documents have been (or, with respect to any Company Document to be entered into at the Closing, will have been as of the Closing) duly and validly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Company Document when so executed and delivered will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by the Equitable Exceptions.

6.3 Conflicts; Consents of Third Parties.

(a) None of the execution and delivery by the Company of this Agreement or the Company Documents, the consummation by the Company of the Transactions, or compliance by the Company with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the Organizational Documents of the Company; (ii) conflict with, result in a breach or violation of, or any loss of any benefit under or termination of, constitute a default under, result

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in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice, authorization, approval or consent under, or result in the imposition of any Lien upon any of the rights, properties or assets of any Acquired Company under any provision of any Material Contract, or material Permit to which any Acquired Company is a party; or (iii) conflict with or violate any Law or Order applicable to any Acquired Company or by which any of the properties or assets of any Acquired Company are bound, other than, in the case of clauses (ii) and (iii), such conflicts, violations, defaults, terminations or cancellations that are not, or would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

(b) Assuming the accuracy of the representations and warranties of Buyer set forth in Section*** 7.3*, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Governmental Body is required on the part of any Acquired Company in connection with the execution, delivery and performance by the Company of this Agreement or the Company Documents, the compliance by the Company with any of the provisions hereof or thereof, or the consummation by the Company of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of the HSR Act and the other Antitrust Laws, (ii) any other consent, waiver, approval, Order, Permit or authorization the failure of which to obtain would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, (iii) the execution of the Notarial Transfer Deeds and (iv) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the Transactions.

6.4 Capitalization.

(a) Schedule 6.4(a) of the Company Disclosure Schedules sets forth, as of the Put Option Date, all of the authorized share capital of the Company and the number and class of all issued and outstanding ordinary shares in the share capital of the Company (collectively, the “Company Shares”), including the record holders thereof. All outstanding Company Shares have been duly authorized and are validly issued and fully paid up (volgestort) and have not been issued in violation of any stockholder agreement, proxy, voting trust or similar agreement, or purchase options, call options, preemptive rights, subscription rights, rights of first offer, rights of first refusal or similar rights of any Person. After giving effect to the Redemption, (i) the Blocker Company Shares and the Ardagh Seller Shares constitute all of the issued and outstanding Company Shares, (ii) the Blocker and the Ardagh Seller are the sole legal and beneficial owners of the Company Shares and have the right to exercise all voting, economic and other rights over the Company Shares and (iii) the Blocker and the Ardagh Seller have good and valid title to the Company Shares, free and clear of all Liens (other than restrictions arising under the Organizational Documents of the Acquired Companies or restrictions relating to the transferability of securities under applicable securities Laws).

(b) No Acquired Company has ever issued a joint and several liability declaration as described in Section 2:403 of the Dutch Civil Code and no such declarations have been issued in respect of any Acquired Company.

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(c) Except for this Agreement or the Organizational Documents of the Company, there is no outstanding option, warrant, call, right, or Contract of any character to which the Company is a party requiring, and there are no securities of the Company outstanding which upon conversion or exchange would require, the issuance of any shares of capital stock of the Company or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase shares of capital stock of the Company, including any equity or equity-based award (e.g., cash based on the value of such capital stock pursuant to any phantom equity or similar arrangement). The Company is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the Company Shares.

6.5 Subsidiaries.

(a) Schedule*** 6.5(a)* of the Company Disclosure Schedules sets forth a true, complete and accurate list of the name of each of the Company Subsidiaries, and, with respect to each Company Subsidiary: (i) the jurisdiction in which it is incorporated or organized (as applicable); and (ii) the number and class of shares or other Equity Securities thereof duly authorized, issued and outstanding, the names of all record holders thereof and the number and type of shares of stock, membership interests or other Equity Securities held by each such holder or owner, in each case, as of the Put Option Date. The outstanding shares or other Equity Securities of each of the Company Subsidiaries are validly issued, fully paid and non-assessable, to the extent such concepts are applicable to such Equity Securities, and such Equity Securities have not been issued in violation of any preemptive rights (except to the extent provided by applicable Law and other than such rights as may be held by any Acquired Company), and all such shares or other Equity Securities represented as being owned by the Company or a Company Subsidiary are owned by it free and clear of any Liens, other than restrictions arising under the Organizational Documents of the Acquired Companies or restrictions relating to the transferability of securities under applicable securities Laws, Liens created by acts of Buyer or any of its Affiliates and Permitted Liens.

(b) Each of the Company Subsidiaries is a duly organized and validly existing corporation or other entity in good standing to the extent such concepts are recognized under the Laws of the jurisdiction of its incorporation or organization, and has all requisite corporate (or similar entity) power and authority to own, lease and operate its properties and to carry on its business as presently conducted, except where the failure to be so organized, existing and in good standing or to have such power and authority would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. Each of the Company Subsidiaries is duly qualified or authorized to do business as a foreign corporation or entity and is in good standing to the extent such concepts are recognized under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. True, complete and correct copies of the Organizational Documents of each Company Subsidiary, each as amended and otherwise in effect as of the Put Option Date, have been made available to Buyer.

(c) There is no outstanding option, warrant, call, right or Contract to which any of the Company Subsidiaries is a party requiring, and there are no convertible securities of any of the Company Subsidiaries outstanding which upon conversion would require, the issuance of any shares of capital stock or other Equity Securities of any of the Company Subsidiaries or other securities convertible into shares of capital stock or other Equity Securities of any of the Company

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Subsidiaries. None of the shares of stock or other Equity Securities of any Company Subsidiary were issued in violation of any stockholder agreement, proxy, voting trust or similar agreement, or purchase options, call options, preemptive rights, subscription rights, rights of first offer, rights of first refusal or similar rights of any Person. Except as set forth on Schedule 6.5(c) of the Company Disclosure Schedules, no Company Subsidiary is a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of the capital stock of such Company Subsidiary. Neither the Company nor any of the Company Subsidiaries owns any stock, partnership interest, joint venture interest or other equity ownership interest in any Person other than the Company Subsidiaries.

6.6 Financial Statements.

(a) The Company has made available to Buyer copies of: (i) the audited consolidated balance sheet of the Acquired Companies reflected therein as at December 31, 2025 and December 31, 2024, the related audited consolidated statements of operations, stockholders’ equity and cash flow of the Acquired Companies for the fiscal years then ended, together with the notes thereto (collectively, the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet of the Acquired Companies as of June 30, 2026 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations and cash flows of the Acquired Companies for the six-month period then ended (the “Interim Financial Statements” and, collectively with the Audited Financial Statements, the “Financial Statements”). The Financial Statements have been prepared in accordance with the books and records of the Acquired Companies in all material respects and except as set forth in the notes to the Financial Statements and with the exception of the absence of normal year-end audit adjustments and footnotes in the Interim Financial Statements, each of the Financial Statements has been prepared in accordance with IFRS consistently applied and fairly presents in all material respects the consolidated financial position, results of operations and cash flows of the Acquired Companies as at the dates and for the periods indicated therein.

(b) The Acquired Companies have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions are recorded as necessary in all material respects to permit preparation of the financial statements of the Acquired Companies in accordance with IFRS, (ii) that transactions are, in all material respects, being entered into and subsequently recorded in accordance with appropriate authorizations of management or the applicable governing body of the Acquired Companies, as applicable, and (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets of the Acquired Companies that could be material to the Financial Statements of the Acquired Companies. Each of the Acquired Companies maintains effective controls and procedures that are designed to ensure that all material information concerning the Acquired Companies is made known on a timely basis to the individuals responsible for the preparation of the Financial Statements.

(c) The accounts receivable reflected on the balance sheet of the Interim Financial Statements and the accounts receivable arising after the Balance Sheet Date (i) have arisen from bona fide transactions entered into by the Acquired Companies involving the sale of goods or the rendering of services in the Ordinary Course of Business and (ii) constitute only valid claims collectible in the Ordinary Course of Business, (A) subject to normal cash discounts accrued in the Ordinary Course of Business and (B) except (1) to the extent of (x) any specific reserves against any such accounts receivable reflected in the Financial Statements or (y) any allowance for doubtful accounts reflected in the Financial Statements and (2) as would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

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(d) The accounts payable reflected on the balance sheet of the Interim Financial Statements and the accounts payable arising after the Balance Sheet Date (i) have arisen from bona fide arm’s-length transactions entered into by the Acquired Companies in the Ordinary Course of Business, and (ii) have either been paid, are not yet due and payable in the Ordinary Course of Business, or are being contested by the applicable Acquired Companies in good faith, except in each case, as would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

(e) Except as disclosed on Schedule 6.6(e) of the Company Disclosure Schedules, all of the inventory, including raw materials, work-in-process, finished goods, supplies and other inventories, of the Acquired Companies is usable or salable in all material respects in the Ordinary Course of Business, subject to any reserves for obsolescence or surplus included in the Interim Financial Statements (other than write-offs, write-downs and reserves in the Ordinary Course of Business since the Balance Sheet Date). No inventory is slow-moving, obsolete, damaged or defective in any material respects, except for items that have been reserved for, written off or written down or adjusted to reflect the lower of cost or net realizable value in the Interim Financial Statements (other than write-offs, write-downs and reserves in the Ordinary Course of Business since the Balance Sheet Date). All of the inventory has been purchased or acquired by the Acquired Companies in the Ordinary Course of Business and is valued in all material respects in accordance with IFRS.

6.7 No Undisclosed Liabilities.None of the Acquired Companies has any liabilities of any kind or obligations (whether absolute or contingent, matured or unmatured, known or unknown), whether or not required to be reflected in or reserved against on the consolidated balance sheet of the Company, other than liabilities: (i) expressly reflected in or reserved against on the consolidated balance sheet of the Company as of the Balance Sheet Date or disclosed in the notes thereto; (ii) that have been incurred, accrued or reserved for in the Ordinary Course of Business after the Balance Sheet Date (none of which arises out of or in connection with breach or default under any Contract or violation of any Law); (iii) that will be incurred as contemplated by this Agreement or otherwise in connection with the Transactions; (iv) that have been discharged or paid off since the Balance Sheet Date; or (v) that would not reasonably be expected to be material to the Acquired Companies, taken as a whole. To the Knowledge of the Company, there are no liabilities of the Acquired Companies relating to any facilities which were owned or operated by the Acquired Companies since the Lookback Date, which are, as of the Put Option Date and the Closing Date, no longer owned or operated by the Acquired Companies.

6.8 Absence of Certain Developments.Except as required or expressly contemplated by this Agreement, since the Balance Sheet Date to the Put Option Date: (a) there has not been a Material Adverse Effect, (b) the Acquired Companies have conducted their respective businesses in the Ordinary Course of Business and (c) except for the Transactions, none of the Acquired Companies has taken any action that, had it occurred after the Put Option Date, would be prohibited by Section*** 8.2(b)*.

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6.9 Taxes.

(a) Each of the Acquired Companies has timely filed all material Tax Returns required to be filed by it, and all such Tax Returns are true, correct and complete in all material respects. All material Taxes (whether or not shown on any Tax Returns) owed by the Acquired Companies have either been paid or are reflected in accordance with IFRS (or, in the case of any Acquired Company organized in the United States or a jurisdiction thereof, GAAP as determined for U.S. financial accounting purposes) in the most recent financial statements of the Acquired Companies.

(b) All material amounts of Taxes required to be withheld by any Acquired Company have been withheld and have been (or will be) duly and timely paid to the proper Taxing Authority.

(c) No deficiencies for any material amounts of Taxes have been proposed, asserted or assessed in writing against any Acquired Company that are still pending. No dispute, audit, investigation, examination, proceeding or claim by any Taxing Authority concerning any material Tax liability of any Acquired Company is currently in progress.

(d) There are no Liens with respect to any material amount of Taxes upon any of the assets of the Acquired Companies, other than Permitted Liens.

(e) No Acquired Company will be liable for any additional material amount of Taxes relating to any taxable period (or portion thereof) ending on or prior to the Closing Date, other than Taxes (i) reflected or reserved against in the Locked Box Accounts (whether actual, deferred, contingent or disputed), (ii) incurred in the Ordinary Course of Business since the Locked Box Date or (iii) incurred in connection with the transactions contemplated by this Agreement.

(f) Since the date that is two years prior to the Put Option Date, no Acquired Company has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify under Section 355(a) of the Code.

(g) No Acquired Company has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4 (or any similar provision of state, local or non-U.S. Law).

(h) No waiver of any statute of limitations relating to Taxes that would reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, for which any Acquired Company may be liable is in effect, and no written request for any such waiver is outstanding, other than, in each case, automatic extensions or waivers obtained in the Ordinary Course of Business.

(i) No Acquired Company has been informed in writing by any Governmental Body in a jurisdiction in which such Acquired Company does not file Tax Returns that such Acquired Company is or may be required to file any Tax Return in, or pay any Taxes that would reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, to such jurisdiction.

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(j) No Acquired Company is a party to or bound by any Tax sharing, Tax allocation, Tax indemnity or similar agreement or arrangement (other than customary commercial agreements entered into in the Ordinary Course of Business the principal purpose of which does not relate to Taxes), and no Acquired Company has been a member of any affiliated group within the meaning of Section 1504(a) of the Code (or any similar affiliated, consolidated, combined, unitary or fiscal group or unity under any corresponding or similar provision of state, local or non-U.S. Law), in each case, other than any such group the common parent of which is an Acquired Company, or has any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local or non-U.S. Law), as a transferee or successor, or by Contract (other than customary commercial agreements entered into in the Ordinary Course of Business the principal purpose of which does not relate to Taxes).

(k) No Acquired Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date, in each case, that would reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies, taken as a whole, as a result of (i) any adjustment under Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) by reason of a change in, or improper use of, any method of accounting for a taxable period ending on or prior to the Closing Date, (ii) any closing agreement described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) executed on or prior to the Closing Date, (iii) any installment sale or open transaction disposition made on or prior to the Closing, (iv) any prepaid amount received, or deferred revenue recognized, on or prior to the Closing Date or (v) any intercompany transaction or excess loss account described in Treasury Regulations Sections 1.1502-13 and 1.1502-19 (or any corresponding or similar provision of state, local or non-U.S. Law), in each case, arising outside the Ordinary Course of Business.

(l) Each Acquired Company is, and has at all times since the Lookback Date been, resident for Tax purposes solely in its jurisdiction of organization and does not have, and has not at any time since the Lookback Date had (other than in the Ordinary Course of Business), any branch, agency, permanent establishment or other taxable presence in any jurisdiction other than its jurisdiction of organization or incorporation.

(m) Each Acquired Company that is required by applicable Law to be registered for VAT purposes is duly so registered and has complied in all material respects with all applicable Laws relating to VAT.

(n) All transactions between or among any Acquired Company, on the one hand, and any Seller, the Blocker or any of their respective Affiliates, on the other hand, and all intercompany transactions among the Acquired Companies, have been conducted on arm’s-length terms, and each Acquired Company has prepared and maintained all transfer pricing documentation required by applicable Law, in each case, in all material respects, and there are no material outstanding rulings of, or ongoing disputes with, any Taxing Authority with respect to transfer prices of any Acquired Company that would reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

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(o) Schedule 6.9(o) of the Company Disclosure Schedules sets forth the U.S. federal income tax entity classification of each Acquired Company, and no Acquired Company has made, or has pending or outstanding, any entity classification election pursuant to Treasury Regulations Section 301.7701-3 other than as set forth thereon.

(p) To the Knowledge of the Company, no Acquired Company has, and at no time since the Lookback Date has had, any direct or indirect “United States shareholder” within the meaning of Section 951(b) of the Code.

(q) To the Knowledge of the Company, no Acquired Company is, and at no time since the Lookback Date has been, (i) a “controlled foreign corporation” within the meaning of Section 957 of the Code (determined without regard to Section 958(b)(4) of the Code as in effect for taxable years beginning before January 1, 2026) or (ii) a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or treated as a domestic corporation pursuant to Section 7874(b) of the Code.

(r) No Acquired Company organized in the United States is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, and no Equity Securities of, or other interests in, any Acquired Company organized in the United States constitute “United States real property interests” within the meaning of Section 897(c)(1) of the Code.

(s) The Acquired Companies are, and have been, in material compliance with all escheat and unclaimed property Laws applicable to the Acquired Companies, have filed all material escheat and unclaimed property reports required to be filed by the Acquired Companies, and have turned over to the appropriate Taxing Authority any property in their possession subject to any escheat and unclaimed property Laws and required to be turned over.

(t) All records that the Acquired Companies are required to keep for Tax purposes under applicable Tax Law have been duly kept and are available for inspection at the premises of the Acquired Companies or their Representatives and such records are true and correct in all material respects.

(u) Since the Lookback Date, other than in connection with the Transactions, no Person has acquired a right to acquire shares or securities the exercise or disposal of which, or has acquired any shares or securities the acquisition or disposal of which, gave rise to or may give rise to a liability for Tax of any Acquired Company.

(v) To the Knowledge of the Company, other than the execution, completion or performance of this Agreement or the consummation of the Transactions, no other event since the Locked Box Date, will result in (a) the withdrawal of any material Relief granted to any Acquired Company, (b) any material chargeable asset being deemed to have been disposed of and reacquired by any Acquired Company or (c) any Acquired Company becoming liable for any other similar material deemed disposal or degrouping charge.

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(w) All claims made by any Acquired Company for the transfer or surrender of any Relief between members of the same Tax group (“Group Relief”) in the last six years were valid when made and there are no circumstances which are likely to result in any such claims being denied, disallowed or withdrawn. Except as provided in the Locked Box Accounts, no Acquired Company is or will be obliged to make any material payment for Group Relief in respect of any period ending on or before the Closing.

(x) No Taxing Authority has agreed to operate any material special arrangement or agreement (being an arrangement or agreement not based on a strict and detailed application of the relevant legislation) in relation to any Acquired Company’s Tax affairs, and no Acquired Company has entered into a material ruling or similar agreement in relation to Tax with any Taxing Authority.

(y) No Acquired Company qualifies as a real estate investment company (onroerendezaakrechtspersoon) within the meaning of Article 4 of the Dutch Legal Transfer Tax Act 1970 (Wet op belastingen van rechtsverkeer 1970).

(z) There have been no changes in the direct or indirect shareholder structure of the Company since the acquisition of TP Erftstadt GmbH and TP Germany GmbH (other than the Transactions) which could (i) result in material German real estate transfer tax implications or (ii) materially impair the Tax attributes of the German Acquired Companies.

(aa) The Locked Box Accounts include full provision or reserve (as appropriate) in accordance with the relevant accounting standards for all material amounts of Taxes (whether actual, deferred, contingent or disputed) liable to be assessed on any Acquired Company or for which any Acquired Company is accountable in respect of income, profits or gains earned, accrued or received on or before the Locked Box Date or arising in respect of any event occurring or deemed to occur on or before the Locked Box Date.

6.10 Real Property.

(a) Schedule*** 6.10(a)* of the Company Disclosure Schedules sets forth a true, complete and correct list of all material leases, subleases, licenses and occupancy agreements of real property (“Leased Real Property”), in effect on the Put Option Date, with respect to which any Acquired Company is the tenant, subtenant, licensee or occupant (individually, a “Real Property Lease” and, collectively, the “Real Property Leases”). Subject to the Equitable Exceptions, the applicable Acquired Company has a valid, binding and enforceable leasehold interest under each of the Real Property Leases, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. No event has occurred in the last six months or condition exists that with notice or lapse of time, or both, would constitute a material default by an Acquired Company under any of the Real Property Leases, other than defaults that have been cured or waived in writing. The applicable Acquired Company has the right to use all of the Leased Real Property that is the subject of any Real Property Lease for the full term of each such Real Property Lease (and any renewal options) relating thereto. No Acquired Company has assigned, transferred or pledged any interest in any of the Real Property Leases. The Company has provided Buyer with a true, complete and correct copy of the notice set forth on Schedule 6.10(a) of the Company Disclosure Schedule.

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(b) Schedule*** 6.10(b)* of the Company Disclosure Schedules sets forth a true, complete and correct list of all real property owned by the Acquired Companies (“Owned Real Property”) and the record owner thereof. An Acquired Company owns good and valid title (and marketable title to the extent applicable) in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens. No Acquired Company is obligated or bound by any material options, obligations or rights of first refusal or contractual rights to sell, lease or acquire any real property (except under the Real Property Leases). The use and occupancy of the Owned Real Property by the Acquired Companies and the conduct of the business thereat as currently conducted do not violate in any material respect any Permitted Lien.

(c) Except as would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, (i) neither the whole nor any part of the Real Property is subject to any pending condemnation or other taking by any Governmental Body, and, to the Knowledge of the Company, no such condemnation or other taking is threatened or contemplated; (ii) the use and occupancy of the Real Property by the applicable Acquired Company and the conduct of the business thereat as presently conducted do not violate any applicable Laws (including zoning Laws); (iii) there are no leases, subleases, licenses, or other agreements granting to any Person the right of use or occupancy of any portion of the Real Property (except under the Real Property Leases); (iv) all buildings, structures, facilities and improvements located on the Owned Real Property, including buildings, structures, facilities and improvements which are under construction (collectively, “Improvements”) comply with valid and current certificates of occupancy or similar Permits to the extent required by Laws for the use thereof, and conform with all applicable Laws; and (v) the Improvements are (A) in good operating condition and repair (ordinary wear and tear excepted) and (B) suitable and adequate for continued use in the manner in which they are presently being used. True, correct and complete copies of the most recent title commitments, opinions and policies, surveys, appraisals and property zoning reports in the possession, control or custody of any Acquired Company with respect to the Real Property have been made available to Buyer. The Real Property constitutes all of the real property used by the Acquired Companies in the conduct of the business.

6.11 Personal Property. Except as disposed of in the Ordinary Course of Business, each Acquired Company has good, valid and marketable title to, or a valid leasehold interest in, all material items of tangible personal property and equipment necessary for the business or operations of the Acquired Companies and reflected on the Interim Financial Statements as being owned or leased by the Acquired Companies, free and clear of all Liens other than Permitted Liens. Each such item of material tangible personal property or equipment is, in all material respects, in reasonable operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the Ordinary Course of Business and obsolescence in the Ordinary Course of Business.

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6.12 Intellectual Property.

(a) Schedule 6.12(a) of the Company Disclosure Schedules contains a list of all the material patents, registered trademarks, registered copyrights, and Internet domain names, and pending applications for any of the foregoing that are owned by any Acquired Company (“Owned Registered IP”). To the Knowledge of the Company, the registered or issued Intellectual Property set forth on Schedule 6.12(a) of the Company Disclosure Schedules is subsisting and valid. Except as would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, (i) an Acquired Company exclusively owns all Owned IP, free and clear of all Liens other than Permitted Liens, and (ii) the Acquired Companies have a valid license to use all other Intellectual Property used in and necessary for the operation of their businesses.

(b) Except as would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, (i) none of the Acquired Companies or the operation of the business of the Acquired Companies infringes, misappropriates or otherwise violates, or has in the past five years infringed, misappropriated or otherwise violated, the Intellectual Property of any third party, (ii) there are no, and in the past five years there have been no, pending Legal Proceedings or written charges, complaints, demands, or notices from any third party to any of the Acquired Companies, alleging the same or challenging the ownership by the Acquired Companies of or the validity or enforceability of any Owned IP and (iii) to the Knowledge of the Company, no third party is infringing, misappropriating, or otherwise violating, and has not in the past five years infringed, misappropriated, or otherwise violated, any Owned IP, and in the past five years, no Acquired Company has sent any written charges, complaints, demands, or notices to any third party alleging the same.

(c) The Acquired Companies take commercially reasonable steps to maintain the confidentiality of trade secrets and other material confidential information included in the Owned IP and any trade secrets and other material confidential information in the possession of the Acquired Companies for which they owe a third party a duty of confidentiality. Each employee, consultant and contractor of the Acquired Companies engaged or employed as of the Put Option Date or during any period since the Lookback Date who materially contributed to the development of any material Owned IP has executed a written Contract assigning all right, title and interest of such employee, consultant or contractor in such Intellectual Property to an Acquired Company and agreeing to confidentiality provisions covering the confidential information of the Acquired Companies.

(d) The Acquired Companies do not own any software that is material to the operation of the business of the Acquired Companies, taken as a whole. The Acquired Companies do not own any artificial intelligence tool that is material to the operation of the business of the Acquired Companies and are not engaged in the training or commercialization of any such tool that is material to the business of the Acquired Companies, taken as a whole.

(e) The Acquired Companies’ IT Systems perform in a manner that permits the Company to conduct its business or operations as currently conducted in all material respects, and in the twelve (12) month period preceding the Put Option Date, the Acquired Companies’ IT Systems have not suffered a material malfunction or security breach, except where such malfunction or security breach has been remediated in all material respects.

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6.13 Material Contracts.

(a) Schedule*** 6.13(a)* of the Company Disclosure Schedules sets forth all of the following Contracts (including all amendments and supplements thereto), other than any Company Benefit Plan, to which an Acquired Company is a party or by which it or any of its assets is bound and in effect as of the Put Option Date (collectively, the “Material Contracts”):

(i) material collective bargaining agreements, and other material Contracts with any works council, economic and social committee, labor union or other employee representative body representing any employee of an Acquired Company or to which any Acquired Company is a party or by which any Acquired Company is bound;

(ii) Contracts for the sale of all or a portion of any of the assets of an Acquired Company (x) within the last two (2) years or (y) which have ongoing covenants or agreements in effect in respect of any Acquired Company, in each case, for consideration in excess of $15,000,000 (other than sales or dispositions of inventory or other assets in the Ordinary Course of Business);

(iii) Contracts relating to any acquisition or disposition of any operating business, material assets or the share capital or other Equity Securities by an Acquired Company, in each case, (A) for consideration in excess of $20,000,000 and (B) that contain representations, warranties, covenants, indemnities or other obligations of such Acquired Company that are still in effect;

(iv) Contracts pursuant to which an Acquired Company is a party to a material joint venture, strategic alliance or general or limited partnership;

(v) Contracts containing any covenant restricting, impairing, prohibiting or limiting in any material respect the ability of an Acquired Company to solicit customers, compete in any business with any Person or in any geographic area or offer or sell any product or service of any Acquired Company to any Person;

(vi) Contracts relating to (A) the incurrence, assumption or guarantee of indebtedness for borrowed money with a principal amount in excess of $50,000,000 (other than (x) intercompany loans, (y) indebtedness that will be repaid at or prior to the Closing and (z) advances to employees for expenses or transactions with customers on credit, in each case, in the Ordinary Course of Business) or (B) any letter of credit (whether drawn or undrawn) with a face amount in excess of $50,000,000;

(vii) Contracts imposing a Lien on any material assets or properties of any Acquired Company, other than Liens which will be released at or prior to the Closing and Permitted Liens;

(viii) Contracts containing a license to the Acquired Companies of Intellectual Property that is material to the business or operations of the Acquired Companies, taken as a whole, and Contracts containing a license from the Acquired Companies of Owned IP that is material to the business or operations of the Acquired Companies, taken as a whole, in each case, other than (A) licenses for open source software, (B) licenses for off-the-shelf or commercially available software pursuant to standard commercial terms or (C) non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business;

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(ix) Contracts under which Intellectual Property that is material to the Acquired Companies, taken as a whole, has been or is agreed to be developed by or with any third party;

(x) Contracts which involve (or are reasonably expected to involve) the expenditure by an Acquired Company, or would result in payments to an Acquired Company, of more than $50,000,000 in any fiscal year that are not terminable by such Acquired Company without penalty on notice of one hundred eighty (180) days or less;

(xi) individual employment agreements for any employee of an Acquired Company with an annual base salary in excess of $350,000;

(xii) Contracts with (A) Material Customers or (B) Material Vendors;

(xiii) Contracts (A) that grant any exclusive rights to any customer or “most favored nation” or similar rights, in each case, with an annual value in excess of $10,000,000 or (B) with suppliers that provide for a minimum volume purchase requirement of more than $10,000,000;

(xiv) currency exchange, interest rate exchange, commodity exchange or similar Contracts, in each case with a value in excess of $50,000,000;

(xv) Contracts that prohibit or restrict (A) the payment of dividends or distributions with respect to the Equity Securities of any Acquired Company, (B) the pledging of any Equity Securities of any Acquired Company, or (C) the issuance of guarantees by any Acquired Company;

(xvi) Contracts that relate to any settlement of a Legal Proceeding or threatened Legal Proceeding in excess of $5,000,000, other than Contracts for which there are no continuing material obligations or liabilities;

(xvii) (A) Contracts pursuant to which any Acquired Company leases any equipment or other tangible personal property, and (B) the Real Property Leases, in each case, involving aggregate payments reasonably expected to be in excess of $5,000,000 from or to any third party in any calendar year;

(xviii) Contracts providing for any supply chain finance, reverse factoring, receivables purchase, factoring, securitization or similar receivables- or payables-financing arrangement with a customer or a financial institution, in each case involving, or reasonably expected to involve, more than $50,000,000 in any fiscal year (the “SCF Contracts”); and

(xix) Contracts in respect of Related Party Arrangements.

(b) Each Material Contract is a legal, valid and binding obligation of the applicable Acquired Company and, to the Knowledge of the Company, of each counterparty thereto and is in full force and effect, subject to the Equitable Exceptions, except for such failures to be legal, valid and binding or in full force and effect that would not reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies, taken as a whole. Since

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the Lookback Date, each Acquired Company party to a Material Contract has performed in all material respects the obligations required to be performed by it under each Material Contract. None of the Acquired Companies, nor to the Knowledge of the Company, any other party thereto, is in material breach of, or in material default under, any such Material Contract, and no event has occurred within the last 12 months that with notice or lapse of time or both would constitute such a material breach or material default thereunder by an Acquired Company, or, to the Knowledge of the Company, any other party thereto, except for such breaches and defaults that would not reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies, taken as a whole. As of the Put Option Date, no Acquired Company has received or delivered written notice of any material violation or default under any Material Contract. The Company has made available to Buyer true, correct and complete in all material respects copies of each Material Contract, in each case, as amended or otherwise modified and in effect through the Put Option Date. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, as of the Put Option Date, no party to any Material Contract has exercised any termination, cancellation or non-renewal of rights with respect thereto and no such party has given written notice of termination, cancellation or non-renewal with respect to any Material Contract. There are no Legal Proceedings pending or threatened in writing under any Material Contract, which would be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

6.14 Employee Benefit Plans.

(a) Schedule 6.14(a) of the Company Disclosure Schedules sets forth a true and correct list of each material Company Benefit Plan and separately identifies each Foreign Benefit Plan and the non-U.S. jurisdiction applicable to such Foreign Benefit Plan. With respect to each Company Benefit Plan, the Company has made available to Buyer correct and complete copies (to the extent applicable) of: (i) all plan documentation (or, with respect to any material unwritten Company Benefit Plan, a written summary of the material terms thereof), including all amendments thereto; (ii) the three most recent annual reports on Form 5500 (together with all accompanying schedules and financial statements) filed with the IRS; (iii) the most recent summary plan description and all summaries of material modifications thereto; (iv) each trust agreement and insurance or group annuity contract or policies and certificates of coverage; (v) annual testing (including nondiscrimination and coverage) results for the three most recently completed plan years; (vi) the most recent determination letter, advisory letter, or opinion letter issued by the IRS; and (vii) all material non-routine correspondence received from or provided to the Department of Labor, the Pension Benefit Guaranty Corporation, the IRS or any other Governmental Body during the past three years.

(b) (i) All Company Benefit Plans that are intended to be tax qualified under Section 401(a) of the Code (each, a “Company Pension Plan”) are so qualified and have received a currently effective favorable determination letter; and (ii) except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the qualification of such Company Pension Plan or result in a penalty under the Internal Revenue Service Closing Agreement Program if discovered during an IRS audit or investigation.

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(c) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, all Company Benefit Plans and Foreign Benefit Plans have been established, maintained, operated, and administered in accordance with their terms and applicable Laws. There are no material claims, lawsuits, audits, inquiries, examinations, investigations, or arbitrations (other than routine claims for benefits) pending or threatened in writing against, with respect to, or relating to any of the Company Benefit Plans or Foreign Benefit Plans.

(d) Except as set forth on Schedule 6.14(d) of the Company Disclosure Schedules, no Acquired Company or ERISA Affiliate sponsors, contributes to, has an obligation to contribute to, or has any liability (including contingent liability) with respect to: (i) a plan subject to Title IV of ERISA, including any defined benefit plan (as defined in Section 3(35) of ERISA) or a plan subject to Section 302 of ERISA or Section 412 of the Code (any such plan, a “US Pension Plan”), (ii) a multiemployer plan (as defined in Section 3(37) or 4001(a)(3) of ERISA), or (iii) a multiple employer plan subject to Section 4063 or 4064 of ERISA. No Acquired Company sponsors, contributes to, has an obligation to contribute to, or has any liability (including contingent liability) with respect to a multiple employer welfare arrangement (as defined in Section 3(40)(A) of ERISA) or a voluntary employees’ beneficiary association under Section 501(c)(9) of the Code. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, no Acquired Company or ERISA Affiliate has any liability as a result of a violation of COBRA.

(e) Schedule 6.14(e) of the Company Disclosure Schedules sets forth a true and complete list of each US Pension Plan. With respect to each US Pension Plan, (i) there has been no “reportable event” (as such term is defined in Section 4043(c) of ERISA); (ii) no liability under Title IV or Section 302 of ERISA or Section 412 of the Code has been incurred by an Acquired Company or any ERISA Affiliate that has not been satisfied in full and no condition exists that presents a risk to an Acquired Company or any ERISA Affiliate of incurring such liability; (iii) such US Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA do not exceed the current value of such plan’s assets, determined in accordance with the assumptions used for funding the plan pursuant to Section 412 and Section 430 of the Code for the applicable plan year; (iv) no such US Pension Plan has been required to file information pursuant to Section 4010 of ERISA for the current or most recently completed year; (v) each required installment or any other payment required under Section 412 of the Code or Section 303 of ERISA has been made no later than the applicable due date; (vi) no such US Pension Plan has applied for or received a waiver of the minimum funding standards or an extension of any amortization period within the meaning of Section 412 of the Code or Sections 302 or 303 of ERISA; (vii) there are no funding-based limitations (within the meaning of Section 436 of the Code) currently in effect; and (viii) the assets of each such US Pension Plan are sufficient to satisfy all obligations of such US Pension Plan if such US Pension Plan were to terminate as of the Put Option Date.

(f) With respect to each Company Benefit Plan for which a separate fund of assets is or is required to be maintained, full and timely payment and contribution has been made of all amounts due and required under the terms of each such Company Benefit Plan or applicable Law, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. All premiums, fees and administrative expenses required to be paid under or in connection with the Company Benefit Plans for the period on or

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before the Closing Date have been fully and timely paid, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. No fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan subject to Part 4 of Subtitle B of Title I of ERISA has committed a breach of fiduciary duty with respect to that Company Benefit Plan that could subject an Acquired Company or an employee of an Acquired Company to any liability (including liability on account of an indemnification obligation), except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. No Acquired Company has incurred any excise Taxes under Chapter 43 of the Code with respect to any Company Benefit Plan and nothing has occurred with respect to any Company Benefit Plan that could reasonably be expected to subject any Acquired Company to any such Taxes, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

(g) No Acquired Company provides or has an obligation to provide, and none of the Company Benefit Plans provides for post-employment medical, health, welfare or life insurance benefits for any current or former employee or any beneficiary of a current or former employee, except as required by COBRA. No Company Benefit Plan or Acquired Company provides, or has any obligation to provide welfare benefits to any Person who is not a current or former employee of an Acquired Company, or a beneficiary thereof.

(h) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, each Acquired Company has complied with the applicable provisions of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended, to the extent applicable, including the employer shared responsibility provisions relating to the offer of “affordable” health coverage that provides “minimum essential coverage” to “full-time” employees (as those terms are defined in Section 4980H of the Code and related regulations) and the applicable employer information reporting requirements under Section 6055 of the Code and Section 6056 of the Code.

(i) Each Company Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been administered, operated and maintained in accordance with the requirements of Section 409A of the Code and no Acquired Company has or has been required to withhold or pay any Tax as a result of a failure to comply with Section 409A of the Code, except as would not reasonably be expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. No Acquired Company has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 409A of the Code.

(j) All Company Benefit Plans subject to the Laws of any jurisdiction outside of the United States or which are maintained primarily for any current or former employee or other service provider residing or working outside the United States (each, a “Foreign Benefit Plan”) (i) if they are intended to qualify for special tax treatment, meet, in all material respects, all requirements for such treatment and, to the Knowledge of the Company, there are no existing circumstances or events that have occurred that would reasonably be expected to affect adversely the special tax treatment with respect to such Foreign Benefit Plan, (ii) if they are intended to be

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funded or book-reserved, are fully funded or book reserved, as appropriate, based upon reasonable actuarial assumptions and the fair market value of the assets of each Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance, or the book reserve established for any such Foreign Benefit Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the Put Option Date, with respect to all current and former participants in each such Foreign Benefit Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Foreign Benefit Plan, and (iii) if intended or required to be qualified, approved or registered with a Governmental Body, are and have been so qualified, approved or registered and nothing has occurred that would reasonably be expected to result in the loss of such qualification, approval or registration, as applicable, except in each case, as would not result in a material liability to the Acquired Companies, taken as a whole. Except as set forth on Schedule 6.14(j) of the Company Disclosure Schedules, no Acquired Company outside the United States has been a party to, or a sponsoring or participating employer of, any defined benefit pension scheme, any final salary scheme or any death, disability or retirement benefit calculated by reference to age, salary or length of service or any other item other than any such program or arrangement that is required by applicable Law.

(k) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, or would reasonably be expected to, either alone or in combination with any other event(s), (i) result in any payment becoming due, any cancellation of indebtedness, or any increase in compensation or benefits, in each case, to any current or former employee, officer, director or other service provider of any Acquired Company (including severance pay or similar compensation), including under any Company Benefit Plan or Foreign Benefit Plan, or (ii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, officer, director, or other service provider of the Acquired Companies, including under any Company Benefit Plan or Foreign Benefit Plan. No amount paid or payable (whether in cash, in property, or in the form of benefits) in connection with the Transactions (either alone or in combination with another event) will be an “excess parachute payment” within the meaning of Section 280G of the Code. No Acquired Company has any obligation to make a “gross-up” or similar payment in respect of any Taxes that may become payable under Section 4999 of the Code.

(l) Schedule 6.14(l) of the Company Disclosure Schedules sets forth the Company’s good faith estimate, as of the Put Option Date, of the aggregate amount of severance payments and benefits paid or payable by the Acquired Companies in respect of terminations of employment occurring during the period from the Locked Box Date through August 31, 2026. No Company Benefit Plan provides, and no Acquired Company is obligated to pay, any material severance payments or benefits solely upon a voluntary resignation of employment of any employee, officer, director or other service provider of any Acquired Company, except as otherwise required by applicable Law.

(m) Schedule 6.14(m) of the Company Disclosure Schedules sets forth the Company’s good faith estimate, as of the Put Option Date, of the aggregate amount of all payments, benefits or other compensatory amounts payable to current or former employees, officers, directors or other service providers of the Acquired Companies under (A) the MIP, (B) the Element MIP, (C) the Seller Option Awards and (D) any transaction, transaction-based or retention bonuses entered into or provided by the Sellers or their respective Affiliates; provided

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that where such amount is based on performance with respect to a time period that has not been fully completed as of the Put Option Date, the amount set forth therein shall be based on a level of performance reflected by the Company’s reasonable best estimate of actual performance through the Closing Date. For purposes hereof, “Seller Option Award” shall mean each outstanding option to purchase shares of a Seller’s stock or equity held by any current or former officer, director, employee or other service provider of any Acquired Company.

6.15 Labor.

(a) The execution of this Agreement and the consummation of the Transactions will not require notification or consultation with any works council, economic and social committee, labor union, association or other employee representative body that represents any employees of the Acquired Companies, other than those contemplated by the Put Option Agreement, except for such notification or consultation the failure of which to obtain would not be, individually or in the aggregate, material to the Acquired Companies, taken as a whole.

(b) No union or labor organization has made a pending demand for recognition since the Lookback Date and, to the Knowledge of the Company, there is no organizing activity involving any Acquired Company. Since the Lookback Date, there has not been, nor is there pending or threatened in writing, any material labor dispute between an Acquired Company and any works council, economic and social committee, labor union, association or other employee representative body or any material strike, work stoppage, work slowdown or lockout involving any employee of any Acquired Company. There are no material unfair labor practice charges or material grievances or complaints pending or threatened in writing against any Acquired Company by or on behalf of any employee or group of employees of any Acquired Company.

(c) The Acquired Companies are, and since the Lookback Date have been, in compliance in all material respects with all applicable Laws governing the employment of labor and the terms and conditions of employment including those relating to wages, hours, collective bargaining, holiday pay, working time, minimum wage, overtime and classification as exempt/non-exempt, paid and unpaid leaves, unemployment compensation, workers compensation, occupational health and safety, equal employment opportunity, discrimination (including race, sex, age and disability discrimination), pay equity, harassment, retaliation, whistleblower laws, plant closings, layoffs and reductions in force, background checks, immigration control, and classification of employees, workers and contractors. There are no, and since the Lookback Date there have been no, investigations pending or threatened in writing by any Governmental Body relating to the terms and conditions of employment of the Acquired Companies including all Laws relating to discrimination, fair labor standards, harassment, occupational health and safety, wrongful discharge, wages, hours, the Worker Adjustment and Retraining Notification Act of 1988 (the “WARN Act”) (or any similar state, local, or non-U.S. equivalent Laws), collective bargaining, civil rights, immigration and workers’ compensation.

(d) Since the Lookback Date, none of the Acquired Companies has (i) effectuated a “plant closing” (as defined in the WARN Act) affecting any site of employment or one or more facilities or operating units within any site of employment, (ii) effectuated a “mass layoff” (as defined in the WARN Act), (iii) engaged in layoffs, furloughs, or employment terminations sufficient in number to trigger any collective consultation with employees or their

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representatives or the application of any similar state, local, or non-U.S. applicable Law, or (iv) issued any notification of a plant closing or mass layoff required by the WARN Act or any similar state, local, or non-U.S. equivalent applicable Law. To the Knowledge of the Company, none of the Acquired Companies has any current plans to undertake any action that would trigger the WARN Act or any similar state, local, or non-U.S. equivalent applicable Law.

(e) The current employees of the Acquired Companies are authorized and have appropriate documentation to work in the country in which they are located. Since the Lookback Date, (i) no Acquired Company has received written notice of any pending or threatened investigation by any branch of the department of U.S. Immigration and Customs Enforcement (“ICE”), or other federal (or other local applicable) agency charged with administration and enforcement of federal (or other local applicable) immigration Laws concerning the Acquired Companies, and (ii) no Acquired Company has received any “no match” notices from ICE, the Social Security Administration, or the IRS.

(f) Since the Lookback Date, (i) no allegations of sexual harassment or sexual misconduct have been made in writing against any current or former officer or director or senior level management employees of any Acquired Company, and (ii) none of the Acquired Companies has entered into any settlement agreements related to allegations of sexual harassment or sexual misconduct by any current officer or director or senior level management employee of such Acquired Company. Since the Lookback Date, the Acquired Companies have reasonably investigated all written allegations of employment discrimination and sexual harassment, or other harassment, discrimination, or retaliation allegations made against any current officer or director or senior level management employees of the Acquired Companies.

(g) Except as would not be reasonably expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, there are no current pending or threatened in writing, and have not been since the Lookback Date, claims, charges, litigation, complaints, investigations or arbitrations relating to the employment or engagement, or termination thereof, of any current or former employee, worker, officer, director, or individual independent contractor of the Acquired Companies or otherwise alleging violation of any Law related to labor or employment or relating to labor or employment matters.

(h) Since the Lookback Date, no Acquired Company has been a party to a relevant transfer for the purposes of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or European Union Acquired Rights Directive (Council Directive 2001/23/EC) or local equivalent Laws affecting any employee or any other Person engaged in the business of the Acquired Companies.

6.16 Litigation.There are no, and since the Lookback Date there have been no, Legal Proceedings pending or threatened in writing against any Acquired Company, its assets or properties, or, to the Knowledge of the Company, its current or former directors, managers, officers or employees (in their capacities as such), which would be, individually or in the aggregate, material to the Acquired Companies, taken as a whole. There are no, and since the Lookback Date there have been no, material written claims or demands by any Governmental Body pending or threatened in writing against or involving any Acquired Company. None of the Acquired Companies is subject to any material Order. No Acquired Company is subject to any material judgment, settlement or similar arrangement that imposes any continuing material obligation or restriction on any Acquired Company.

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6.17 Compliance with Laws; Permits.

(a) The Acquired Companies are, and since the Lookback Date, have been, in compliance in all material respects with all Laws applicable to their respective business or operations. All products being distributed, sold, manufactured or developed by the Acquired Companies that are subject to the jurisdiction of the FDA, FTC, or any comparable state or foreign Governmental Body have been tested, packed, transported, distributed, marketed, advertised and promoted in compliance with all applicable requirements under applicable Laws in all material respects, including, where applicable, the Federal Food, Drug, and Cosmetic Act, and other Laws, including food contact substance requirements (as applicable, 21 C.F.R. parts 174-78), the Federal Trade Commission Act, with respect to the advertising and promotion, product descriptions and claims for the products they sell (including, among other things, requirements for “recyclable” and “recycled content” claims set forth in 16 C.F.R. §§ 260.12 and 260.13) and Regulation (EC) No. 1935/2004 on materials and articles intended to come into contact with food, Regulation (EC) No. 2023/2006 on good manufacturing practice for materials and articles intended to come into contact with food, Commission Regulation (EU) No. 10/2011 on plastic materials and articles intended to come into contact with food, Directive 94/62/EC on packaging and packaging waste (“PPWD”) and Regulation (EU) 2025/40 on packaging and packaging waste (“PPWR”) in each case as applicable in the United Kingdom as assimilated Law and as amended from time to time, together with the Materials and Articles in Contact with Food (England) Regulations 2012 and corresponding legislation in Scotland, Wales and Northern Ireland, the Packaging (Essential Requirements) Regulations 2015 and the Producer Responsibility Obligations (Packaging and Packaging Waste) Regulations 2024, and, in respect of Northern Ireland, the PPWR to the extent applicable pursuant to the Windsor Framework.

(b) Since the Lookback Date, (i) no Acquired Company has received any written notice of or been charged with the material violation of any Laws which would reasonably be expected to result in liability to such Acquired Company, except for any such violation that would not reasonably be expected to be material to the Acquired Companies, taken as a whole, and (ii) no Acquired Company’s products have been the subject of any material warning letter, notice of violation, notice of warning, seizure, injunction, regulatory enforcement action or criminal action issued, initiated or threatened in writing by the FDA, FTC, or any comparable state or foreign Governmental Body under any applicable Laws.

(c) Each Acquired Company has, and since the Lookback Date has had, all material Permits required for the operation of the business or operations of the Acquired Companies as presently conducted. All such Permits are valid and in full force and effect, including the filing of a timely and complete renewal application for any Permit for which the expiration date has passed but renewal has not been issued, except as would not reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies taken as a whole. None of the Acquired Companies is in default or violation in any material respect of any term, condition or provision of any Permit to which it is a party, except as would not reasonably be expected to be material, individually or in the aggregate, to the Acquired Companies, taken as a whole. To the Knowledge of the Company, no event has occurred which, with or without the giving of notice or lapse of time, would reasonably be expected to result in the termination, suspension, material modification, or revocation of any Permit.

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(d) Since the Lookback Date, no Acquired Company has received any material inspectional findings, deficiency notices or warning communications from any Governmental Body, including any FDA Form 483 notice of inspectional observations, notice of adverse findings, untitled letters or warning letters from the FDA, or any analogous inspectional findings, deficiency notices, or warning communications from any comparable foreign Governmental Body, or been subject to any material penalty, fine, sanction, assessment, audit, request for corrective or remedial action or other material compliance or enforcement-related action or material communication, in each case in writing, from any Governmental Body, including the FDA.

(e) Since the Lookback Date, (i) no Acquired Company has, in connection with any Acquired Company product, either voluntarily or at the request of a Governmental Body, initiated, conducted or issued, or caused to be initiated, conducted or issued, any material recall, market withdrawal, or similar action and (ii) to the Knowledge of the Company, no customer has either voluntarily or at the request of a Governmental Body initiated, conducted or issued, or caused to be initiated, conducted or issued, any material recall, or market withdrawal where such action is caused by an Acquired Company product.

(f) No Acquired Company, nor, to the Knowledge of the Company, any of its managers, officers or employees, has been convicted of any crime or engaged in any conduct that would reasonably be expected to result in debarment or exclusion or any comparable restriction under any applicable Laws, including under 21 U.S.C. Section 335a(a), 21 U.S.C. Section 335a(b), or any applicable equivalent foreign Laws. No Legal Proceedings that have resulted, or would reasonably be expected to result, in such a debarment or exclusion, or comparable restriction are pending or threatened in writing against any Acquired Company or, to the Knowledge of the Company, the managers, officers or employees of any Acquired Company.

6.18 International Trade and Improper Payments.

(a) Except as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, each Acquired Company is and has for the last five years been in compliance with all applicable International Trade Laws and Regulations and there are no Legal Proceedings, prosecutions, enforcement actions or other inquiries pending or, to the Knowledge of the Company, threatened against any Acquired Company under any applicable International Trade Laws and Regulations.

(b) No Acquired Company or any of its directors, officers, employees or, to the Knowledge of the Company, any other Person associated with or acting on behalf of any Acquired Company (i) is a Sanctioned Party or (ii) in the last five years, has directly or indirectly engaged in any transactions or dealings with or involving any Sanctioned Parties or in any Sanctioned Jurisdictions in violation of applicable Sanctions.

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(c) Except as would not reasonably be expected to be material to the Acquired Companies, taken as a whole, no Acquired Company has in the last five years been and, to the Knowledge of the Company, none of the Acquired Companies’ officers, directors, or employees has in the last five years been, the subject or target of any material Legal Proceeding, investigation, prosecution, other enforcement action, or government inquiry related to noncompliance with or potential liability under applicable International Trade Laws and Regulations.

(d) No Acquired Company has submitted in the last five years a voluntary or directed self-disclosure to any U.S. or other relevant Governmental Body regarding actual or potential noncompliance with applicable International Trade Laws and Regulations.

(e) During the last five years, the Acquired Companies have implemented and maintain policies and procedures reasonably designed to ensure compliance in all material respects with International Trade Laws and Regulations.

(f) During the last five years, (i) each Acquired Company has accurately and appropriately classified its products in compliance in all material respects with all applicable provisions of U.S. export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations, and the export control laws and regulations of any other applicable jurisdiction (collectively, “Export Control Laws”) and (ii) all duties, tariffs, penalties, interest and other charges and obligations related to the import and export of such products have been fully paid in a timely manner in compliance with all applicable Laws, except as would not otherwise reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as a whole.

(g) During the five years preceding the Put Option Date, none of the Acquired Companies nor, to the Knowledge of the Company, any director, officer, employee or agent acting for or on behalf of such Acquired Company, has, directly or indirectly, in connection with the business of such Acquired Company, taken any action in violation of the U.S. Foreign Corrupt Practices Act of 1977 (“FCPA”) or any other similar anti-bribery Law (collectively, “Anti-Corruption Laws”) applicable to the Acquired Companies. The Acquired Companies have not during the last five years, directly or indirectly, (i) made any voluntary or directed disclosure to any Governmental Body or similar agency with respect to any alleged act or omission arising under or relating to any non-compliance with any Anti-Corruption Laws; (ii) been the subject of any inquiry, investigation, or enforcement proceedings for violations of Anti-Corruption Laws; or (iii) violated or received in writing any notice, request, penalty, or citation for any actual or potential non-compliance with Anti-Corruption Laws.

6.19 Environmental Matters.Except as set forth on Schedule 6.19 of the Company Disclosure Schedules or except as would not be material to the Acquired Companies, taken as a whole:

(a) The Acquired Companies are, and since the Lookback Date have been, in compliance with all applicable Environmental Laws, which compliance includes possessing, or timely applying for, all Permits required by applicable Environmental Laws to be held by any Acquired Company to operate its business.

(b) No Acquired Company has received any written notice asserting or alleging against the Acquired Companies any violation of applicable Environmental Law since the Lookback Date, or which otherwise remains unresolved.

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(c) There is no Legal Proceeding under or pursuant to any applicable Environmental Law that is pending or threatened in writing against any of the Acquired Companies.

(d) There has been no Release by any of the Acquired Companies or, to the Knowledge of the Company, any other Person at, on, to, from, or under the Real Property or at any other location, in any case, for which any Acquired Company is currently incurring, or could reasonably be expected to incur, any investigation, remediation, response, corrective action or monitoring obligation or other liability pursuant to applicable Environmental Law.

(e) No Acquired Company has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Materials to any location off-site of the real property currently or formerly owned, leased, or operated for which the foregoing could reasonably be expected to result in liability to any Acquired Company under any Environmental Laws.

(f) No Acquired Company is subject to any Order imposed or issued by any Governmental Body, or any settlement agreement, under which there is any outstanding or unresolved liability under applicable Environmental Law on the part of the Acquired Companies.

(g) No Acquired Company has assumed, provided an indemnity with respect to, or otherwise become subject to any liability of any other Person that could result in any Acquired Company incurring liability under applicable Environmental Law.

(h) The Company has made available to Buyer true, correct and complete copies of all material environmental site assessment reports, environmental compliance audits, regulatory inspections, and notices of violation, prepared since the Lookback Date by or on behalf of the Company or that identify any outstanding material violation of or liability under Environmental Law that are in the possession or reasonable control of any Acquired Company, in each case, that relate to the Real Property or compliance with or liability under applicable Environmental Law with respect to the Acquired Companies.

6.20 Insurance.Schedule*** 6.20* of the Company Disclosure Schedules sets forth a true, complete and accurate list of each material insurance policy under which an Acquired Company is an insured or otherwise the principal beneficiary of coverage as of the Put Option Date, other than any insurance policies relating to Company Benefit Plans (collectively, the “Insurance Policies”). All Insurance Policies are valid and in full force and effect as of the Put Option Date. With respect to each such Insurance Policy, (a) none of the Acquired Companies is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice of claims) and, to the Knowledge of the Company, no event has occurred which, with notice or the lapse of time or both, would constitute such a material breach or default, or permit termination or modification, under any such Insurance Policy and (b) during the 12-month period prior to the Put Option Date, none of the Acquired Companies has received a written notice of revocation, cancellation or termination other than in connection with ordinary renewals or written notice that the issuer of an Insurance Policy is not willing or able to perform its obligations. The Insurance Policies are of the type and amount necessary to comply with all material requirements under applicable Laws, Permits and Material Contracts. The Acquired

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Companies are in compliance with the terms and conditions of the Insurance Policies in all material respects. As of the Put Option Date, there are no pending, and since the Lookback Date there have not been, any material claims related to the Acquired Companies under any Insurance Policy with respect to which an insurer has denied or disputed its rights in writing with respect to coverage. No Insurance Policies are maintained by any of the Sellers or any of their Affiliates (other than the Acquired Companies).

6.21 Related Party Agreements. Except for (a) the Organizational Documents of the Acquired Companies, (b) advances to employees in the Ordinary Course of Business, (c) any Company Benefit Plans, (d) the Company’s directors’ and officers’ liability insurance policy, (e) any intercompany liabilities or obligations solely between or among any of the Acquired Companies, (f) the Voting Agreements or (g) any indemnification agreement with any of the Company’s directors or officers, no director or officer of any Acquired Company and no owner of more than five percent (5%) of the Shares or any of such owner’s Affiliates (excluding the Acquired Companies) (i) is a party to any Contract or other commitment to which an Acquired Company is a party and by which any of their respective assets or properties is bound, or (ii) to the Knowledge of the Company, has a material interest in any such agreement, arrangement, contract or commitment to which any of the Acquired Companies is a party and by which any of their respective assets or properties is bound (any of the foregoing clauses (i) or (ii), a “Related Party Arrangement”).

6.22 Brokers’* Fee*. Except as set forth on Schedule 6.22 of the Company Disclosure Schedules, none of the Acquired Companies has entered into any agreement with any Person that would obligate any Acquired Company to pay any commission, brokerage, finders’, financial advisory, investment banker or similar fee in connection with the consummation of the Transactions.

6.23 Leakage; Debt; Intercompany Accounts.

(a) Since the Locked Box Date, except as set forth on Schedule 6.23(a) of the Company Disclosure Schedules, (i) no Leakage has occurred, been paid, incurred or accrued, other than Permitted Leakage and (ii) no Acquired Company (nor the Blocker) has entered into any agreement, arrangement or commitment (whether or not conditional) to give effect to, or that has resulted in or will result in, any Leakage, other than Permitted Leakage.

(b) Except as set forth on Schedule 6.23(b) of the Company Disclosure Schedules, none of the Acquired Companies has any material Debt other than the Specified Debt.

(c) Schedule 6.23(c) of the Company Disclosure Schedules sets forth a true, correct and complete list of all intercompany balances and accounts (including loans, advances, receivables, payables and cash pooling balances, together with accrued interest thereon) between any Seller, the Sponsor or any of their respective Affiliates (other than the Blocker and the Acquired Companies), on the one hand, and the Blocker or any Acquired Company, on the other hand, including the amount outstanding as of the Put Option Date and the Contract (if any) governing each such balance (the “Intercompany Accounts”).

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6.24 Privacy.

(a) Since the Lookback Date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, (i) the Acquired Companies, and to the Knowledge of the Company, any Data Processor acting for or on behalf of the Acquired Companies, comply and have complied with all Privacy Requirements, and each Acquired Company to the extent required under applicable Privacy Requirements: (A) maintains a record of Processing activities, (B) provides required information to data subjects whose Personal Information is Processed and Processes Personal Information pursuant to a valid legal basis, (C) retains Personal Information only for as long as is necessary or allowable under Privacy Requirements, (D) has in place written agreements with Data Processors that Process Personal Information on the Acquired Companies’ behalf that include all provisions as required under Privacy Requirements; and (E) ensures all cross-border transfers of Personal Information are carried out in compliance with Privacy Requirements; (ii) the Acquired Companies have established an Information Security Program that is appropriately implemented and maintained; (iii) the Acquired Companies have assessed and tested their Information Security Programs on a periodic basis and remediated, or are taking or intend to take steps to remediate, all critical and high risks and vulnerabilities identified in their IT Systems; (iv) any Security Incident experienced by the Acquired Companies or, to the Knowledge of the Company, any Data Processors acting for or on behalf of the Acquired Companies, has been remediated in all material respects, and neither the Acquired Companies nor, to the Knowledge of the Company, their Data Processors, are currently experiencing any Security Incident, and all Security Incident notifications to any Persons or Governmental Bodies required under Privacy Requirements have been made, and (v) the Acquired Companies have not received a written notice, letter, or complaint from a Person or Governmental Body alleging noncompliance with any Privacy Requirements.

(b) Since the Lookback Date, except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, to the extent the Acquired Companies use any machine learning, deep learning, or other artificial intelligence technologies in connection with their business, the Acquired Companies (i) comply and have complied with all applicable Laws governing the use of such technologies and (ii) possess all material rights, authorizations, and consents required under applicable Privacy Laws for such use.

(c) The Acquired Companies maintain, and have since the Lookback Date maintained, cyber liability insurance policies.

(d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Acquired Companies, taken as a whole, none of the Acquired Companies is subject to any legal obligation that, following the Closing, would prohibit the Acquired Companies from Processing any Personal Information in materially the same manner in which the Acquired Companies Processed such Personal Information immediately prior to the Closing.

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6.25 Vendors and Customers.

(a) Schedule 6.25(a) of the Company Disclosure Schedules contains a list of the (i) ten (10) largest vendors (the “Material Vendors”) of the Acquired Companies (measured by aggregate spend) and (ii) ten (10) largest customers (the “Material Customers”) of the Acquired Companies (measured by aggregate revenue), in each case for calendar years 2024 and 2025.

(b) Since the Lookback Date, no Material Vendor or Material Customer has terminated, cancelled or failed to renew or effected any material reduction in the amount of sales or purchases or material increase in the prices charged or paid, as the case may be, or threatened in writing to terminate, cancel or fail to renew or otherwise materially adversely alter any Contract with any Acquired Company. None of the Acquired Companies has received, during the twelve (12) month period prior to the Put Option Date, any written notice that any of the Material Vendors or Material Customers intends to terminate, cancel, fail to renew or effectuate any material reduction in the rate or amount of sales or purchases or material increase in the prices charged or paid, as the case may be, in relation to any Contract with any Acquired Company.

6.26 Specified Projects.

(a) Schedule 6.26(a) of the Company Disclosure Schedules sets forth, as of the Balance Sheet Date, a true, correct and complete list of each material Specified Project, including: (i) a description thereof; (ii) the current status thereof; (iii) the Specified Project Costs from the Lookback Date to the Balance Sheet Date and (iv) the Specified Project Budget after the Balance Sheet Date to complete the respective Specified Projects.

(b) With respect to each such Specified Project set forth on Schedule 6.26(a) of the Company Disclosure Schedules, except as would not reasonably be expected to be material to the Acquired Companies, taken as whole, (i) the Acquired Companies have complied in all respects with applicable Laws relating to any required information, consultation, advice and negotiation processes with any works council, economic and social committee, labor union, association or other employee representative body, (ii) all notifications to and approvals of Governmental Bodies required in connection therewith have been timely made or obtained and (iii) all severance, social plan and other payments and benefits due and payable to affected employees have been timely paid or provided in all respects and (iv) the information provided to date to any works council, economic and social committee, labor union or other employee representative body in connection with any such Specified Project has not been rendered inaccurate or misleading, in any material respect, by reason of the Transactions, in each case as construed in accordance with applicable Law, including any binding or settled judicial interpretation thereof by a court of competent jurisdiction.

6.27 Product Liability; Product Safety; Recalls.Except as would not be material to the Acquired Companies, taken as a whole, since the Lookback Date: (a) no product liability or warranty claim or demand has been asserted against or received by any Acquired Company with respect to any product designed, manufactured, processed, assembled, sold, supplied or distributed by any Acquired Company; (b) no Acquired Company has initiated, conducted or been required to initiate or conduct any recall, withdrawal or similar product safety action with respect to any such product, and no Acquired Company has received any material product safety notice or been subject to any material investigation relating to the safety of any such product; and (c) no material allegation has been made to any Acquired Company that any such product is defective or nonconforming.

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6.28 Non-Executive Directors. The arrangements with the Non-Executive Directors set forth on Schedule 1.1(c) are terminable at-will without notice or penalty (including any acceleration payment, severance payment or otherwise, but excluding any earned amounts or incurred but unreimbursed expenses). There are no additional amounts or benefits payable or due to the Non-Executive Directors other than the amounts and benefits set forth on Schedule 1.1(c).

**ARTICLE VII **

**REPRESENTATIONS AND WARRANTIES OF BUYER **

Buyer hereby represents and warrants to the Sellers and the Company that:

7.1 Organization and Good Standing.Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties, rights and assets and to carry on its business in all material respects as now conducted.

7.2 Authorization of Agreement.Buyer has all requisite power and authority to execute and deliver this Agreement and each other Transaction Document to be executed by Buyer in connection with the consummation of the Transactions (collectively, the “Buyer Documents”), to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery and performance by Buyer of this Agreement and the Buyer Documents, and the consummation of the Transactions have been (or, with respect to any Buyer Document to be entered into at the Closing, will have been as of the Closing) duly authorized by all necessary action on behalf of Buyer, and no other action on the part of Buyer is necessary to authorize the execution, delivery and performance of this Agreement and each of the Buyer Documents, to perform its obligations hereunder and thereunder, and the consummation of the Transactions. This Agreement has been, and each of the Buyer Documents will be at or prior to the Closing, duly and validly executed and delivered by Buyer and assuming the due authorization, execution and delivery by the other parties hereto and thereto, this Agreement constitutes, and each Buyer Document when so executed and delivered will constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to the extent that enforceability thereof may be limited by the Equitable Exceptions.

7.3 Conflicts; Consents of Third Parties.

(a) None of the execution, delivery and performance by Buyer of this Agreement or the Buyer Documents, the consummation by Buyer of the Transactions, or compliance by Buyer with any of the provisions hereof or thereof will (i) conflict with or violate any provision of the Organizational Documents of Buyer; (ii) conflict with, result in a breach or violation of or any loss of any benefit under or termination of, constitute a default under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, require any notice, authorization, approval or consent under, or result in the imposition of any Lien upon any of the rights, properties or assets of Buyer under any Contract or Permit to which Buyer is a party or (iii) conflict with or violate any Law or Order applicable to Buyer or by which any of the properties or assets of Buyer are bound, other than, in the case of clauses (ii) and (iii), such violation, conflict, breach, default, acceleration, termination, modification, cancellation, failure to give notice or obtain consent or Lien that would prohibit, restrain or otherwise materially delay Buyer’s performance of this Agreement or ability to consummate the Transactions.

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(b) Assuming the accuracy of the representations and warranties regarding the Acquired Companies in Section*** 6.3*, no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of Buyer in connection with the execution, delivery and performance by Buyer of this Agreement or the Buyer Documents, the compliance by Buyer with any of the provisions hereof or thereof, or the consummation by Buyer of the Transactions, except for (i) filings required under and in compliance with the applicable requirements of any Antitrust Law or Foreign Investment Law, (ii) any other consent, waiver, approval, Order, Permit or authorization the failure of which to obtain would not reasonably be expected to prohibit, restrain or otherwise materially delay the ability of Buyer to consummate the Transactions, (iii) the execution of the Notarial Transfer Deeds and (iv) those that may be required solely by reason of the Company’s or the Sellers’ (as opposed to any other third party’s) participation in the Transactions.

7.4 Litigation.There are no Legal Proceedings pending or, to the Knowledge of Buyer, threatened against Buyer that would reasonably be expected to challenge, prohibit, restrain or otherwise materially delay** **Buyer’s ability to enter into this Agreement or consummate the Transactions. Buyer is not subject to any Order except to the extent the Order would not reasonably be expected to prohibit or restrain the ability of Buyer to enter into this Agreement or consummate the Transactions.

7.5 Brokers’* Fee*.No Person has acted, directly or indirectly, as a broker, finder or financial advisor for Buyer in connection with the Transactions and no such Person is entitled to any fee or commission or like payment from Buyer in respect thereof.

7.6 Sufficient Funds.

(a) Buyer has delivered to the Company true, correct, and complete copies of (i) an executed Equity Commitment Letter to provide, subject to the terms and conditions therein, the Equity Financing, and (ii) an executed commitment letter from the Debt Financing Sources, dated as of the Put Option Date (together with the term sheets and any other annexes, exhibits, schedules and other attachments thereto, the “Debt Commitment Letter” and, together with the Equity Commitment Letter, the “Commitment Letters”, and the commitments under the Debt Commitment Letter, the “Debt Financing Commitments” and, together with the Equity Financing Commitment, the “Financing Commitments”), pursuant to which, and subject to the terms and conditions of which, the Debt Financing Sources have committed to lend the amounts set forth therein to Buyer for the purpose of funding the Transactions (the “Debt Financing” and, together with the Equity Financing, collectively referred to as the “Financing”), and each related fee letter (collectively, the “Fee Letters”), copies of which may be redacted in a customary manner to remove only the fees, pricing terms, pricing flex, pricing caps and other economic and commercially sensitive terms set forth therein so long as such redacted information would not reasonably be expected to adversely affect the conditionality, availability or aggregate principal amount of the Debt Financing.

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(b) As of the Put Option Date, the Commitment Letters are in full force and effect and have not been withdrawn, rescinded, replaced or terminated, or otherwise amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect, and no such withdrawal, rescission, replacement, termination, amendment, restatement, amendment and restatement, waiver, supplement or other modification is contemplated (except for amendments to the Debt Commitment Letter to add additional Debt Financing Sources), and no financing source has notified Buyer of its intention to withdraw, rescind or terminate the Financing Commitments. As of the Put Option Date, the Commitment Letters are a legal, valid and binding obligation of Fund IX (and, as to its obligations thereunder, Fund IX VL Holdings) (with respect to the Equity Commitment Letter) and Buyer (with respect to the Debt Commitment Letter) and, to the Knowledge of Buyer, the other parties thereto, enforceable in accordance with their terms, except as the same may be limited by the Equitable Exceptions. As of the Put Option Date, the Commitment Letters contain all of the conditions precedent to the obligations of the parties thereunder to make the full amount of the Financing available to Buyer on the terms set forth therein, and no Financing Commitment is subject to any other condition precedent (including pursuant to any “market flex” terms in any Fee Letter). As of the Put Option Date, there are no written agreements, side letters or written arrangements (other than the Commitment Letters and the Fee Letters) relating to the Financing that would impose additional conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in this Agreement or the Financing Commitments. As of the Put Option Date, Buyer is not in breach of any of the terms or conditions set forth in the Debt Commitment Letter and Fund IX VL Holdings is not in breach of any of the terms or conditions set forth in the Equity Commitment Letter. As of the Put Option Date, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Buyer or Fund IX VL Holdings, as applicable, under any term or condition of the Commitment Letters, and, assuming the satisfaction of the conditions set forth in Section*** 9.1* and Section*** 9.2* and the accuracy of the representations and warranties set forth in Article IV through Article VI herein, Buyer does not have any reason to believe that it or Fund IX VL Holdings, as applicable, will be unable to satisfy, on a timely basis, any condition to the Closing to be satisfied by it contained in the Commitment Letters, or that the full amount of the Financing will not be available to Buyer on the Closing Date. Buyer or Fund IX VL Holdings, as applicable, has fully paid or caused to be fully paid any and all commitment fees or other fees required by the Financing Commitments, the Commitment Letters or any Fee Letter to be paid on or before the Put Option Date. Assuming the Closing is consummated in accordance with the terms of this Agreement and the satisfaction of the conditions set forth in Section*** 9.1* and Section*** 9.2*, the aggregate proceeds from the Financing (net of original issue discount, upfront fees and other fees, premiums and charges payable in connection therewith, after giving effect to the maximum amount of “market flex” provided under the Debt Financing Commitments and each Fee Letter) will be sufficient for satisfaction of all of Buyer’s obligations under this Agreement in an amount sufficient to consummate the Transactions, including the payment of the Estimated Consideration, repayment of the Specified Debt and the payment of all associated costs and expenses (including the Company Transaction Expenses) (collectively, the “Required Amount”).

(c) The obligations of Buyer under this Agreement are not subject to any conditions regarding Buyer’s, its Affiliates’, or any other Person’s ability to obtain financing for the consummation of the Transactions.

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7.7 Limited Guarantees.Concurrently with the execution of the Put Option Agreement, each Guarantor has duly executed and delivered to the Company the Limited Guarantees, dated as of the Put Option Date. As of the Put Option Date, each Limited Guarantee is in full force and effect and is the valid, binding obligation of each Guarantor, enforceable in accordance with its terms, except as the same may be limited by the Equitable Exceptions, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of any Guarantor under the Limited Guarantees.

7.8 Solvency.

(a) Immediately after giving effect to the purchase and sale of the Shares and the consummation of the other Transactions, including the Financing and any Replacement Financing permitted by this Agreement, and assuming the satisfaction of the conditions set forth in Section*** 9.1* and Section*** 9.2*, and the accuracy of the representations and warranties set forth in Article IV through Article VI herein, the Company and the Company Subsidiaries on a consolidated basis will be Solvent. In completing the Transactions, Buyer does not intend to hinder, delay or defraud any present or future creditors of Buyer or the Company or the Company Subsidiaries. Neither Buyer nor any of its Affiliates has any current intention to divest any material assets of the Acquired Companies or otherwise implement any material adverse changes to the operation of the business of the Acquired Companies following the Closing, in each case, in a manner that would reasonably be expected to materially impair the Acquired Companies’ ability to materially satisfy their creditors.

(b) For purposes of this Agreement, “Solvent” means, when used with respect to the Company, that, as of any date of determination:

(i) the fair saleable value (determined on a going concern basis) of the assets of Buyer and the Company and the Company Subsidiaries on a consolidated basis shall be greater than the total amount required to pay their liabilities (including all liabilities, whether or not reflected in a balance sheet prepared in accordance with IFRS, and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);

(ii) Buyer and the Company and the Company Subsidiaries shall be able to pay their debts, obligations, and liabilities in the Ordinary Course of Business as they become absolute and mature; and

(iii) Buyer and the Company and the Company Subsidiaries on a consolidated basis shall not have unreasonably small capital for the operation of the businesses in which they are engaged or proposed to be engaged thereafter.

7.9 International Trade and Improper Payments.Buyer has for the last five years complied in all material respects with all applicable Sanctions. Neither Buyer nor, to the Knowledge of Buyer, any of Buyer’s directors, officers, employees or any other Person associated with or acting on behalf of Buyer (a) is a Sanctioned Party or (b) has directly or indirectly engaged in the last five years in any transactions or dealings with or involving any Sanctioned Parties or in any Sanctioned Jurisdictions in violation of applicable Sanctions. Neither Buyer nor, to the Knowledge of Buyer, any of Buyer’s officers, directors, or employees, has been the subject or

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target of any investigation, prosecution, other enforcement action, or government inquiries related to Sanctions violations or submitted a voluntary self-disclosure to any U.S. or other relevant government agency regarding actual or potential Sanctions violations, in each case, except as would not prohibit, restrain or otherwise materially delay Buyer’s performance of this Agreement or ability of Buyer to consummate the Transactions. The monies used to fund Buyer’s purchase of the Shares were not funded by, or otherwise derived from, any Sanctioned Party in violation of any applicable Sanctions.

7.10 Project Vulcan Transaction Documents.Concurrently with the execution of the Put Option Agreement, Buyer has duly executed the Project Vulcan Transaction Agreement and delivered to the Company a copy thereof. As of the Put Option Date, the Project Vulcan Transaction Agreement is in full force and effect and is the valid, binding obligation of Buyer, enforceable in accordance with its terms except as the same may be limited by the Equitable Exceptions, and no event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of any party thereto. As of the Put Option Date, the Project Vulcan Transaction Agreement has not been terminated, amended, restated, amended and restated, waived, supplemented or otherwise modified in any respect, and no such termination, amendment, restatement, amendment and restatement, waiver, supplement or other modification is contemplated.

7.11 Non-Reliance. Except for the Express Representations, and subject to Section*** 8.16(b)* and the specifically bargained-for exclusive remedies as set forth in this Agreement, Buyer represents and warrants to the Sellers, the Blocker and the Company that it is not relying upon, and will not rely upon, (a) any representation or warranty, expressed or implied, at law or in equity, made by any Person in respect of the Sellers, the Shares, the Blocker or any Acquired Company or the Sellers’, the Blocker’s or the Acquired Companies’ respective businesses, assets (including the Shares), liabilities, operations, prospects, or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of their respective businesses, the effectiveness or the success or profitability of any operations, or the accuracy or completeness of any confidential information memoranda, documents, projections, forward-looking statements, forecasts, opinions, advice, material, statement, data, or other information (financial or otherwise) regarding the Sellers, the Blocker or any Acquired Company provided to, or otherwise made available to, Buyer or its Representatives or made available to Buyer and its Representatives in connection with the Transactions, including any “data rooms,” “virtual data rooms,” management presentations, or in respect of any other matter or thing whatsoever, and (b) any Person providing or not providing any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties set forth in Article IV, Article V or Article VI of this Agreement.

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**ARTICLE VIII **

**COVENANTS **

8.1 Access to Information.

(a) Subject to the Confidentiality Agreements and applicable Law, prior to the Closing or earlier termination of this Agreement, the Blocker and the Acquired Companies shall, and shall cause their respective Representatives to, provide Buyer and its Representatives, upon reasonable advance written notice, with reasonable access during normal business hours to the information, assets, premises, properties, books (including pro forma Tax Returns and related work papers), Contracts, records and personnel of the Blocker and the Acquired Companies (including furnishing to Buyer copies of such documents and information as Buyer may reasonably request), for the purposes of consummating the Transactions, planning and preparing for the integration and transition of the businesses of the Acquired Companies following the Closing (including operational, financial, information technology, human resources and other functional integration and transition planning) and any other reasonable business purpose relating to the Transactions; provided that (i) any such access and activities shall be conducted in a manner not to unreasonably interfere with the business or operations of the Acquired Companies and (ii) Buyer and its Representatives shall use commercially reasonable efforts to (x) cooperate with the Company and its Representatives and (y) minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent the Company determines in good faith following consultation with outside counsel that doing so would reasonably be likely to (A) require the Blocker or any Acquired Company to disclose information that would reasonably be expected to jeopardize protections under the attorney-client privilege, work product doctrine or similar privilege, or conflict with any confidentiality obligations to which the Blocker or such Acquired Company is bound, (B) violate any agreement to which the Blocker or any Acquired Company is a party or (C) violate any applicable Law which the Blocker or any Acquired Company is subject to; provided that in any such case, each of the Company and the Blocker shall use commercially reasonable efforts to provide Buyer with such information in a manner that does not violate any agreement to which the Blocker or any Acquired Company is a party or any applicable Law or otherwise jeopardize such protection (including, to the extent applicable, entry into a joint defense or common interest agreement, the seeking of a consent or waiver from any applicable third party or the making of disclosure subject to redaction or on an outside counsel-only basis). Notwithstanding the obligations set forth in this Section*** 8.1(a)*, subject to the proviso in the immediately preceding sentence, the Blocker and the Company may limit the manner of disclosure of such portions of documents or information relating to pricing or other matters that are competitively sensitive if the Company’s outside antitrust counsel, after consultation with Buyer’s outside antitrust counsel, determines that the exchange of such documents (or portions thereof) or information would reasonably be expected to violate applicable antitrust Law; provided that no such documents or information shall be withheld from Buyer entirely, and the Blocker and the Company shall instead provide such documents or information to Buyer’s outside counsel or to designated Representatives of Buyer on an outside counsel-only or “clean team” basis pursuant to the Clean Team Agreement. All requests for such access shall be directed to such Person as the Company may designate in writing from time to time (collectively, the “Designated Contacts”). Prior to the Closing, except in the Ordinary Course of Business (including pursuant to any existing commercial relationship) and not relating to or referencing the Transactions, without the prior

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written consent of the Seller Representative (which shall not be unreasonably withheld, conditioned or delayed and which shall be deemed given if the Seller Representative has not objected in writing within five Business Days following Buyer’s written request therefor), (1) none of Buyer, its Affiliates or their respective Representatives shall contact any employee, contractor, supplier, customer, landlord or other material business relationship of any Acquired Company, other than the Designated Contacts, and (2) Buyer and its Representatives shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Acquired Companies; provided, however, that clause (1) shall not restrict or prohibit (w) contacts and communications with the individuals set forth on Schedule 8.1(a) of the Company Disclosure Schedules (so long as the Sellers are included in such contacts and communications) and members of the Steering Committee for purposes of integration and transition planning conducted in accordance with Section*** 8.1(b)*, (x) any calls or meetings with customers, suppliers or landlords of any Acquired Company that have been coordinated with the Company (such coordination not to be unreasonably withheld, conditioned or delayed), (y) contacts or communications made in connection with seeking or obtaining any consent, approval or clearance of, or responding to any inquiry or request from, any Governmental Body that have been coordinated with the Company (such coordination not to be unreasonably withheld, conditioned or delayed), or (z) discussions with members of management or other employees of the Company or any Company Subsidiary regarding post-Closing employment, compensation, retention, equity or other incentive arrangements.

(b) Prior to the Closing, the Company and Buyer shall establish and maintain a steering committee (the “Steering Committee”) comprising employees of the Acquired Companies who are subject matter experts with respect to the key functional areas of the business of the Acquired Companies and the Blocker as designated by the Company, together with Representatives of Buyer as designated by Buyer, in each case, as reasonably agreed between the Company and Buyer. Each of the Company and Buyer shall have the right to designate, and from time to time to remove, replace or substitute, its respective members of (or, in the case of the Company, the employees participating in) the Steering Committee, by written notice to the other Party, and no such designation, removal, replacement or substitution shall require the consent of the other Party. The Company and Buyer shall convene the Steering Committee on a regular basis commencing no later than 45 days following the Put Option Date, and, unless otherwise agreed, not less frequently than twice per month (in person or, if mutually agreed, by telephone or video conference), for the purposes of integration, separation and transition planning, business planning and the discussion of material developments in respect of the Blocker and the Acquired Companies, including the Consultation Obligations, the status of existing Specified Projects, the status of the consents referred to in Section*** 8.22*, the status of the Lease Buy-Out Option or Lease Extension Option pursuant to Section*** 8.23* and any material developments in respect of the Legal Proceedings scheduled pursuant to Section*** 6.16*. Notwithstanding anything to the contrary in this Section*** 8.1(b): (i) the Steering Committee shall be advisory only and shall have no authority to direct, control or make decisions with respect to the business or operations of the Blocker or any Acquired Company, and nothing in this Section** 8.1(b)* shall give Buyer, directly or indirectly, the right to control or direct the operations of the Blocker or any Acquired Company prior to the Closing, (ii) all activities of, and information shared through, the Steering Committee shall be subject to the Confidentiality Agreements, applicable Law (including all Antitrust Laws) and such protocols (including clean team arrangements and limitations on the exchange of competitively sensitive information) as mutually determined by outside antitrust counsel to the Company and

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outside antitrust counsel to Buyer, (iii) no Party shall be required to take any action pursuant to this Section*** 8.1(b)* that would violate, or that its outside counsel reasonably determines could reasonably be expected to violate, applicable Law and (iv) no failure to establish or convene the Steering Committee in accordance with this Section*** 8.1(b)* shall constitute a failure of any condition set forth in Article IX or a basis for termination pursuant to Article X except in the case of Willful Breach of this Section*** 8.1(b)* by the Sellers or the Company. For the avoidance of doubt, from the Put Option Date until the Closing, the Sellers shall continue to control the operations of the Acquired Companies. The Steering Committee shall automatically be dissolved without further action of either Buyer or the Company upon the earlier to occur of (1) the valid termination of this Agreement pursuant to Section*** 10.1* and (2) the Closing.

(c) For a period of seven years after the Closing, Buyer shall cause the Blocker, the Company and the Company Subsidiaries to (i) provide the Seller Representative and its Representatives, upon reasonable advance written notice and under reasonable circumstances, reasonable access, at the Seller Representative’s expense, under the supervision of the personnel of the Blocker or the Acquired Companies and in accordance with the reasonable procedures established by Buyer (including a requirement that any third-party Person for whom access is requested enter into a customary access letter), to the appropriate officers, books and records (including all electronic data related thereto) of the Blocker, the Company and the Company Subsidiaries during the Company’s normal business hours, (ii) permit the Seller Representative and its Representatives to make copies of any such books and records, (iii) furnish to the Seller Representative and its Representatives any financial and operating data or other information of the Blocker, the Company and the Company Subsidiaries as reasonably requested by the Seller Representative to the extent necessary for the preparation of insurance claims, financial statements, regulatory filings, Tax Returns of the Seller Representative or its Affiliates in respect of periods ending on or prior to the Closing, or in connection with any Legal Proceedings and (iv) furnish to the Seller Representative and its Representatives access to any assets of the Blocker, the Company and the Company Subsidiaries (and any financial or other information relating thereto) upon reasonable advance notice and solely to the extent required to meet the Seller Representative’s and its Affiliates’ contractual obligations; provided that such access does not unreasonably interfere with the business of Buyer and its Affiliates, including the Blocker, the Company and the Company Subsidiaries. Notwithstanding anything herein to the contrary, no such access shall be permitted to the extent it is determined upon consultation with outside counsel that doing so would reasonably be expected to (A) require Buyer or any of its Affiliates to disclose information that would reasonably be expected to jeopardize protections under the attorney-client privilege, work product doctrine or similar privilege, or conflict with any confidentiality obligations to which Buyer or any of its Affiliates is bound, (B) violate any agreement to which Buyer or any of its Affiliates is a party or (C) violate any applicable Law which Buyer or any of its Affiliates is subject to; provided that in any such case, Buyer shall use its commercially reasonable efforts to provide the Seller Representative such information in a manner that does not violate any agreement to which Buyer or any of its Affiliates is a party or any applicable Law or otherwise jeopardize such protection (including, to the extent applicable, entry into a joint defense or common interest agreement or the making of disclosure subject to redaction or on an outside counsel-only basis). Buyer agrees to cause the Blocker and the Acquired Companies to hold all the books and records of the Blocker and the Acquired Companies existing on the Closing Date and not to destroy or dispose of any thereof for a period of seven years from the Closing Date or such longer time as may be required by Law.

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8.2 Conduct of the Business Pending the Closing.

(a) Prior to the Closing or earlier termination of this Agreement in accordance with Article X, except (i) as required by applicable Law, (ii) as otherwise required by this Agreement including Section*** 8.23*, the Redemption in accordance with Section*** 8.25* and the Specified Projects solely to the extent permitted by Section*** 8.26*, or the Transaction Documents, or (iii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed; provided that consent shall be deemed to have been given if Buyer does not object in writing within two (2) Business Days from the date on which a request of such consent is delivered to Buyer in writing in accordance with Section*** 11.7* of this Agreement), the Company and the Blocker shall, and the Company shall cause the Company Subsidiaries to (A) use reasonable best efforts to conduct the respective businesses of the Acquired Companies and the Blocker in the Ordinary Course of Business and (B) use commercially reasonable efforts to (1) preserve intact the goodwill and the present business organization of the Acquired Companies, and (2) preserve intact the business relationships of the Acquired Companies with their material customers, vendors, distributors, lessors, licensors and other commercial counterparties. Notwithstanding the foregoing, no deviation from the Ordinary Course of Business by the Company or any Company Subsidiary, and no action, activity or conduct of the Company or any Company Subsidiary, shall constitute a breach of this Section*** 8.2(a)* to the extent such deviation, action, activity or conduct is necessary and proportionate to, and consistent in nature and scope with, actions taken by similarly situated companies in the industries in which such entity operates to mitigate, remedy, respond to or otherwise address the Effects of any Emergency on the Company’s business; provided that the Company shall have given Buyer prompt written notice of (and, to the extent reasonably practicable, consulted with Buyer in advance regarding) such deviation, action, activity or conduct.

(b) Prior to the Closing or earlier termination of this Agreement in accordance with Article X, except (i) as required by applicable Law, (ii) as otherwise required by this Agreement, including Section*** 8.23*, the Redemption in accordance with Section*** 8.25* and the Specified Projects solely to the extent permitted by Section*** 8.26*, or the Transaction Documents, (iii) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned; provided that consent shall be deemed to have been given if Buyer does not object in writing within five Business Days from the date on which a request for such consent is delivered to Buyer in writing in accordance with Section*** 11.7* of this Agreement), (iv) as may be required in connection with the resignation and replacement of Citibank, N.A. (or any of its Affiliates) as administrative agent, collateral agent, security agent or common ABL security agent (or any similar agency capacity) under any documentation in connection with the Specified Debt or (v) as set forth in Schedule*** 8.2(b)* of the Company Disclosure Schedules, the Company shall not, and shall cause the Company Subsidiaries not to, and the Blocker shall not:

(i) transfer, issue, sell, grant, pledge, redeem, repurchase, dispose of, subject to any Lien, or authorize or propose the issuance, sale, transfer, pledge, redemption, repurchase of or imposition of any Lien on any Equity Securities of any Acquired Company or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any Equity Securities of any Acquired Company, or any rights, warrants, calls, subscriptions or options to purchase any Equity Securities of any Acquired Company, other than pursuant to existing equity compensation plans or in connection with customary employment arrangements in the Ordinary Course of Business; it being understood and agreed that the grant of a Permitted Lien shall not violate this clause (i);

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(ii) reclassify, adjust, combine, split, subdivide or amend the terms of, or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock;

(iii) (A) waive, release, settle or resolve any pending or threatened Legal Proceeding involving amounts in excess of $5,000,000 or equitable relief, fines in excess of $5,000,000 or criminal penalties, (B) commence any Legal Proceeding involving amounts in excess of $5,000,000 or (C) cancel or compromise any Debt in excess of $5,000,000, other than the settlement of accounts payable or other Debt incurred in the Ordinary Course of Business;

(iv) declare, set aside, issue, make or pay any non-cash dividends or other distributions of non-cash assets in respect of any Equity Securities of the Acquired Companies, other than any dividends or distributions by any Acquired Company to another Acquired Company;

(v) other than in the Ordinary Course of Business, or with respect to non-exclusive licenses of Intellectual Property granted in the Ordinary Course of Business, (x) assign, transfer, license, lease, abandon or sell any assets of the Acquired Companies that are material to the Acquired Companies, taken as a whole, or (y) pledge or subject any material asset or property of the Acquired Companies to any Lien (other than any Permitted Liens) not in existence as of the Put Option Date;

(vi) acquire any ownership interest in real property providing for a purchase price or annual payments in excess of $10,000,000;

(vii) enter into, conduct, engage in or otherwise operate any new lines of business outside of metal packaging and/or the regions in which the Acquired Companies operate as of the Put Option Date, other than any new line of business that is incidental to any existing line of business of the Acquired Companies;

(viii) amend the Organizational Documents of the Company, the Blocker or any of the Company Subsidiaries in any material respect;

(ix) other than (1) as required by applicable Law or (2) as required by a Company Benefit Plan set forth on Schedule 6.14(a) of the Company Disclosure Schedules (as in effect on the Put Option Date), (A) materially increase the compensation or benefits payable to any employee or other service provider of any Acquired Company having an annual base salary in excess of $250,000 or annualized fee in excess of $250,000, other than in connection with annual merit increases or promotions made in the Ordinary Course of Business; (B) accelerate the timing of any payment or vesting of any compensation or benefit to any employee or other individual service provider of any Acquired Company having an annual base salary or annualized fee in excess of $250,000; (C) except as otherwise permitted by this Section*** 8.2(b)(ix)*, enter into, establish, amend in a materially

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adverse manner or terminate any Company Benefit Plan (or any benefit plan, program, policy, practice, agreement, or arrangement that would be a Company Benefit Plan if in effect as of the Put Option Date); (D) hire or engage (or offer to hire or engage) any individual service provider with an annual base salary above $250,000 or annualized fee above $250,000; (E) alter the at-will employment status of any employee presently classified as such (to the extent employed as of the Put Option Date) or terminate (other than for cause) the services of any individual service provider of any Acquired Company having an annual base salary or an annualized fee in excess of $250,000, (F) take any action to fund, or increase the funding of, any Company Benefit Plan, other than solely to the extent necessary as a result of actuarial requirements; (G) take any action which would cause or result in the imposition of an excise tax under Section 4980 of the Code; or (H) provide any new transaction-based bonus or other transaction-based compensation or benefits to any employee or other service provider of any Acquired Company;

(x) except (1) with respect to the Consultation Obligations, (2) as required to comply with the terms of any existing collective bargaining agreement or similar Contract, (3) for the renewal or extension of any existing collective bargaining agreement or other similar Contract on substantially similar terms, solely to the extent such renewal or extension does not materially increase the liabilities of the Acquired Companies, taken as a whole, or (4) as otherwise required by applicable Law, recognize or establish any works council, economic and social committee, labor union, association or other employee representative body as the bargaining representative for any employees of any Acquired Company or enter into any collective bargaining agreement or other similar Contract with any works council, economic and social committee, labor union, association or other employee representative body with respect to any employees of any Acquired Company;

(xi) disclose any of its material trade secrets to a third party other than (x) to Buyer, its Affiliates and its and their respective Representatives in connection with the consummation of the Transactions or (y) in the Ordinary Course of Business pursuant to a written agreement containing confidentiality obligations;

(xii) incur Debt, other than Debt under existing revolving facilities and non-recourse and supplier financing facilities, in the Ordinary Course of Business for working capital purposes that will be paid off on the Closing Date pursuant to the Payoff Letters, in a principal amount of more than $5,000,000 individually;

(xiii) enter into, amend, modify, supplement or terminate any material existing letters of credit, surety, performance and other bonds, bankers’ acceptances, and similar facilities and guarantees, in each case in a manner that could reasonably be expected to be adverse in any material respect to the Acquired Companies;

(xiv) agree to, request or adopt (A) any moratorium or suspension of payment of any indebtedness with respect to any Acquired Company, (B) the appointment of a receiver, administrator, liquidator, assignee, trustee or other similar officer with respect to any Acquired Company or (C) an assignment for the benefit of creditors or an admission in writing of the inability of any Acquired Company to pay its debts as they become due;

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(xv) adopt a plan of complete or partial liquidation or other resolution providing for or authorizing a liquidation, dissolution, merger, consolidation or other restructuring of any Acquired Company;

(xvi) wind down, liquidate, dissolve, merge, consolidate or restructure any of the Acquired Companies or their respective workforces, plants, offices, facilities or production lines which would reasonably be expected to have an impact of at least $10,000,000, individually or in the aggregate, on the Acquired Companies;

(xvii) other than in the Ordinary Course of Business, initiate, announce, authorize, commit to or implement any material expansion, investment, idling, curtailment, reduction or closure;

(xviii) enter into or agree to enter into any Contract to (A) make any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any assets or businesses, other than acquisitions of inventory or other assets (including equipment) in the Ordinary Course of Business, (B) merge, combine or consolidate with any Person (other than another Acquired Company) (whether by merger or consolidation, purchase of all or a substantial portion of the Equity Securities of such Person or by any other means) or (C) for the disposition or divestiture of any assets or businesses, other than the sale of assets no longer used by the Acquired Companies and/or obsolete equipment, in each case, in the Ordinary Course of Business;

(xix) make any material change to any of its present accounting methods or principles in any material respect, except as required by IFRS (or any interpretation thereof) or applicable Law;

(xx) make (except in the Ordinary Course of Business), change or revoke any material Tax election (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), adopt or change any Tax accounting method or period, file any amended income Tax Return or other material Tax Return, initiate or enter into any voluntary disclosure agreement, closing agreement or similar agreement or arrangement with any Taxing Authority, request any Tax ruling, surrender any material Relief or right to claim a material refund of Taxes, or settle, compromise, concede or abandon any material Tax claim or assessment, in each case, relating to the Blocker or any Acquired Company;

(xxi) (i) enter into any binding commitment for, authorize or incur any capital expenditures (A) in fiscal year 2026, in excess of 115% of the aggregate capital expenditures set forth in the 2026 capital expenditure budget of the Acquired Companies, (B) in fiscal year 2027, in excess of 115% of the aggregate capital expenditures set forth in the forecasted 2027 capital expenditure budget of the Acquired Companies, (C) in fiscal year 2028, in excess of 115% of the aggregate capital expenditures set forth in the forecasted 2028 capital expenditure budget of the Acquired Companies, plus, in the case of each of clauses (B) and (C), the amount (if any) by which the aggregate capital expenditures set forth in the capital expenditure budget for the immediately preceding fiscal year exceeded the capital expenditures actually made by the Acquired Companies in

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such fiscal year, or (ii) fail to make capital expenditures of the Acquired Companies in each fiscal year (or portion thereof) prior to the Closing in an aggregate amount at least equal to 90% of aggregate capital expenditures set forth in the forecasted capital expenditure budget of the Acquired Companies for such fiscal year, other than in connection with any Scheduled Specified Project; provided that for purposes of this clause (xxi) and without duplication across fiscal years, capital expenditures shall be counted against the fiscal year in which such capital expenditures are first incurred;

(xxii) amend or modify in any material respect, renew, replace, terminate (other than any expiration in accordance with its terms) or waive any material right under, any Material Contract (other than any Material Contract disclosed on Schedule 6.13(a)(i) or Schedule 6.13(a)(xi) of the Company Disclosure Schedules or otherwise in connection with the Lease Extension Option), in each case, other than (A) renewals or extensions of any existing Material Contract on substantially the same terms or terms more favorable to the Acquired Companies than those set forth in such Material Contract, in each case, in the Ordinary Course of Business, (B) amendments or modifications to any existing Material Contracts on terms more favorable to the Acquired Companies than those set forth in such Material Contract or (C) renewals, extensions, replacements, amendments or modifications to any existing Material Contract which would not reasonably be expected to (x) result in a 5% price reduction net of contractual cost pass-through with respect to any customer contract or (y) have an adverse net impact of more than $25,000,000 with respect to any procurement contract;

(xxiii) in the case of the Blocker, conduct any business or operations, issue any equity interests or incur any indebtedness or other material liabilities or obligations;

(xxiv) (A) increase the compensation or benefits payable to any Non-Executive Director in excess of the amounts or benefits set forth on Schedule 1.1(c) with respect to each Non-Executive Director or (B) engage any individual in the role of Non-Executive Director (or other similar role); or

(xxv) agree to do anything prohibited by this Section*** 8.2(b)*.

8.3 Regulatory Approvals.

(a) Each of the Parties shall, and shall cause its Affiliates to, use its reasonable best efforts to take, or cause to be taken, all actions, to file, or cause to be filed, all documents and to do, or cause to be done, all things necessary, proper or advisable to consummate the Transactions, including preparing and filing all documentation to effect all necessary filings, consents, waivers, approvals, authorizations, Permits or Orders from all Governmental Bodies. In furtherance and not in limitation of the foregoing, unless otherwise mutually agreed by the Parties, each of the Parties agrees to make, or cause to be made, an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the Transactions no later than twenty (20) Business Days after the Put Option Date, and each of the Parties agrees to make, or cause to be made, all required filings under the Antitrust Laws and the Foreign Investment Laws set forth on Schedule 8.3(a) of the Company Disclosure Schedules. Each of Buyer and the Company shall, and shall cause its Affiliates to, (A) respond as promptly as reasonably practicable to any inquiries or

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requests received from any Governmental Body pursuant to the HSR Act, the other Antitrust Laws or Foreign Investment Laws and supply any additional information or documentation that may be requested, (B) use its reasonable best efforts to cause the waiting periods or other requirements under the HSR Act, all other applicable Antitrust Laws and the Foreign Investment Laws to terminate or expire before the Extended Termination Date, and (C) make, or cause to be made, all filings required of each of them or any of their respective Subsidiaries or Affiliates under the other Antitrust Laws and the Foreign Investment Laws as described on Schedule 8.3(a) of the Company Disclosure Schedules. Buyer shall control, and shall have the sole right to determine whether to withdraw and refile its HSR Act filing or any other filing required by Antitrust Laws or Foreign Investment Laws, and whether to enter into any agreement with any Governmental Body to extend any waiting period under the HSR Act or any other Antitrust Laws or Foreign Investment Laws, or any voluntary timing agreement or other commitment not to consummate the Transactions for any period of time, in each case after reasonable prior consultation with the Company and after considering in good faith the Company’s reasonable comments. In the event that any Party receives a request for information or documentary material from any Governmental Body with respect to the Transactions pursuant to the HSR Act (a “Second Request”) or any other Antitrust Laws or Foreign Investment Laws, such Party will use its reasonable best efforts to respond as promptly as reasonably practicable and to certify compliance with any such request for information or documentary material. Buyer shall be responsible for fifty percent (50%) of all filing fees required by the HSR Act or any Antitrust Law or Foreign Investment Law, and each Party shall bear any other costs and expenses, including, any attorney or advisor fees, in connection with its obligations under this Section*** 8.3*.

(b) Buyer shall control and direct the process by which the Parties seek to obtain clearance or the expiration of applicable waiting periods under the HSR Act or any other Antitrust Law or Foreign Investment Law, including by directing the strategy, timing, and making any and all final determinations (other than whether to file pursuant to Section*** 8.3(a)), including whether, when and how to oppose any action by any Governmental Body, or anything else related to the review, investigation or clearance of the Transactions by any Governmental Body, in each case after consultation with the Company and after considering in good faith the Company’s reasonable comments. The Parties shall, and shall cause their Affiliates to, cooperate in all respects with each other in connection with any filing or submission made with any Governmental Body in connection with the Transactions and regarding any investigation or other inquiry by any Governmental Body in connection with the Transactions, which shall include (i) furnishing to the other Parties such necessary information and reasonable assistance as the other Parties may request in connection with the foregoing, (ii) promptly informing the other Parties of any oral or written communication with any Governmental Body regarding any of the Transactions, and (iii) providing outside counsel for the other Parties with advance copies of all filings, including any attachments or exhibits, made by such Party. Any Party may, as it deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other Parties under this Section** 8.3(b)* as “outside counsel only” and any such materials shall not be shared with employees, officers, managers, or directors or their equivalents of the receiving Party without the prior written consent of the providing Party. Each Party shall permit counsel for the other Parties to review in advance, and consider in good faith the views of the other Parties in connection with, any proposed written communication to any Governmental Body in connection with the Transactions. The Parties agree not to participate, or to permit their Affiliates or advisors to participate, in any pre-arranged substantive meeting or discussion, either in person or by telephone or video conference, with any Governmental Body in connection with the Transactions unless it consults with the other Parties in advance and, to the extent not prohibited by such Governmental Body, gives the other Parties the opportunity to attend and participate.

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(c) Subject to Section*** 8.3(b), Buyer shall, and shall cause its Affiliates to, take any and all steps and actions necessary, proper, or advisable to avoid or eliminate each and every impediment under any Antitrust Law including (i) contesting, defending and appealing any threatened or pending litigation, claim, suit, action or other proceeding or preliminary or permanent injunction or other Order that would adversely affect the ability of any Party to consummate the Transactions; or (ii) agreeing to take any other action as may be required by a Governmental Body in order to (A) obtain all necessary consents, approvals and authorizations by the Extended Termination Date, (B) avoid the entry of, or to have vacated, lifted, dissolved, reversed or overturned any decree, judgment, injunction or other Order, whether temporary, preliminary or permanent, that is in effect in any Legal Proceeding and that prohibits, prevents or restricts consummation of the Transactions, or (C) effect the expiration or termination of any waiting period, which would otherwise have the effect of preventing the Closing by the Extended Termination Date. Without limiting the foregoing, and notwithstanding anything herein to the contrary, Buyer acknowledges and agrees that its and its Affiliates’ obligations under this Section** 8.3* include proposing, negotiating, offering to commit to and effect (and if such offer is accepted, committing to and effecting), by order, consent decree, hold separate orders or otherwise, (i) the sale, divestiture, license, or other disposition of any assets, properties, products, product lines, services, businesses or rights of Buyer or its Affiliates or, effective as of the Closing, the Company or the Company Subsidiaries or any interest or interests therein, (ii) terminating, amending or modifying any Contract or other business relationship of Buyer or its Affiliates or, effective as of the Closing, the Company or the Company Subsidiaries and (iii) taking or committing to take any action with respect to any of the assets, properties, products, product lines, services or businesses of Buyer or its Affiliates, or effective as of the Closing, the Company or the Company Subsidiaries or any interest or interests therein, in each case, in order to avoid the entry of, or to effect the dissolution of, any Order in any Legal Proceeding, or any impediment under any Antitrust Law or any other Law, which would otherwise have the effect of preventing the consummation of the Transactions by the Extended Termination Date; provided that any action contemplated by the foregoing clauses (i), (ii) and (iii) shall be conditioned upon (and shall not be completed prior to) the consummation of the Transactions. At the request of Buyer, the Company shall fully cooperate and participate with respect to any Buyer action or decision in connection with this Section*** 8.3*, including by agreeing to take any action, or forego any action, with respect to the Company or the Company Subsidiaries; provided that the Sellers’ written consent is obtained for any actions that may be required prior to consummation of the Transactions (such consent not to be unreasonably withheld, conditioned or delayed).

(d) Buyer shall not, and shall cause its Affiliates not to, (x) in respect of Fund IX only, take any action (including acquiring, entering into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) or otherwise agreeing to acquire, any Person), and (y) in respect of Buyer and each of its Affiliates other than Fund IX, acquire or enter into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) any Person that manufactures food packaging or other containers that compete directly with the Company’s metal can or metal aerosol products in the same geographic area, in each case, if such action, acquisition or the entering into such

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agreement could reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any applicable approval from a Governmental Body, permit or Order necessary to consummate the Transactions or the expiration or termination of any waiting period under applicable Law; (ii) materially increase the risk of any Governmental Body entering an Order prohibiting the consummation of the Transactions or materially increase the risk of not being able to remove any such Order on appeal or otherwise; (iii) impose any material delay or impede the expiration or termination of any applicable waiting period under the HSR Act or any other Antitrust Laws or (iv) otherwise materially delay or prevent the consummation of the Transactions. Notwithstanding the foregoing, none of Buyer or any of its Affiliates will be deemed to have breached this Section*** 8.3(d)*, as a result of such Person acquiring or entering into any agreement to acquire any Person unless such acquisition or entrance into such agreement to acquire such Person results in any Party being required to make a filing or to seek any approval that is required by any Governmental Body in connection with the Transactions and such filing or approval would have delayed the satisfaction or waiver of the conditions set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) past March 15, 2028.

8.4 Further Assurances.Subject to, and not in limitation of, Section*** 8.2*, until the Closing or earlier termination of this Agreement in accordance with Article X, each of Buyer, the Sellers, the Blocker and the Company shall use (and the Company shall cause each of the Company Subsidiaries to use) its reasonable best efforts to take all actions as may be necessary or otherwise reasonably requested by another Party to consummate the Transactions, in each case, consistent with the terms of this Agreement to carry out any of the provisions hereof or to make fully effective the consummation of the Transactions.

8.5 Confidentiality.Buyer acknowledges that the information provided to it in connection with this Agreement and the Transactions is subject to the terms of the (a) confidentiality agreement between SHI and the Company, dated as of February 4, 2026 (the “Silgan Confidentiality Agreement”), (b) confidentiality agreement between AIP, LLC and the Company, dated as of October 6, 2025 (the “Fund IX Confidentiality Agreement”) and (c) Clean Team Agreement, by and among the Company, SHI and AIP, LLC, dated as of April 29, 2026 (the “Clean Team Agreement”, and together with the Silgan Confidentiality Agreement and the Fund IX Confidentiality Agreement, the “Confidentiality Agreements”) the terms of each of which are incorporated herein by reference.

8.6 Indemnification and Insurance.

(a) From and after the Closing, Buyer shall, and shall cause the Blocker and each Acquired Company (each, a “Primary Indemnitor”) to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the Persons who at or prior to the Closing were directors, managers, managing members or officers of the Blocker or any Acquired Company (collectively, the “Indemnitees”), with respect to all acts or omissions by them in their capacities as such or taken by them at the request of the Blocker or any Acquired Company, in each case, at or prior to the Closing.

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(b) Buyer hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Blocker or the Acquired Companies (collectively, the “Secondary Indemnitors”). Buyer hereby agrees that (i) the Primary Indemnitors are the indemnitor of first resort (i.e., their obligations to the Indemnitees are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnitee are secondary) and (ii) the Primary Indemnitors irrevocably waive, relinquish and release the Secondary Indemnitors from any and all claims against such Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Buyer and the Sellers further agree that no advancement or payment by a Secondary Indemnitor on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Primary Indemnitors shall affect the foregoing and the applicable Secondary Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Primary Indemnitor. Buyer and the Indemnitees agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section*** 8.6(b)*.

(c) From and after the Closing, Buyer shall cause, or shall cause the Company to cause, the Organizational Documents of the Blocker, the Company and each Acquired Company to contain provisions with respect to limitation of liability, indemnification and exculpation from liability that are no less favorable to the Indemnitees as those provisions set forth as of the Put Option Date in the applicable Organizational Documents of the Blocker and each Acquired Company, which provisions, in each case, shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnitees.

(d) At or prior to the Closing, Buyer shall, or, immediately upon the Closing, shall cause the Company and the Company Subsidiaries to, purchase the directors’ and officers’ “tail” or “runoff” insurance program covering the Blocker’s and the Acquired Companies’ directors and officers either (i) under the existing directors’ and officers’ liability, employment practices liability and pension trustees liability insurance plans to the extent such plan remains available as of the Closing on materially the same terms and conditions or (ii) to the extent that such plans are no longer available on materially the same terms and conditions at the Closing, a directors’ and officers’ liability “tail” or “run-off” insurance program (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability, employment practices liability and pension trustees liability insurance policies, in either case, for a period of six years after the Closing with respect to matters occurring prior to the Closing Date (such purchased policy, the “D&O Insurance Policy”); provided that the total cost of such “tail” or “runoff” program shall not exceed 250% of the last annual premium paid prior to the Put Option Date under such existing plan. The costs of the D&O Insurance Policy shall be borne fifty percent (50%) by Buyer and fifty percent (50%) by the Company as a Company Transaction Expense.

(e) In the event that Buyer, the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Buyer, the Company or any of its successors or assigns shall cause the successors and assigns of Buyer and the Company in such consolidation or merger to assume all of the obligations of Buyer and the Company set forth in this Section*** 8.6*, as applicable.

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8.7 Publicity.

The initial press release of the Parties regarding the Transactions and the execution of the Put Option Agreement shall be mutually agreed by Buyer and each Seller. Thereafter, no Party shall, and such Party shall cause its Affiliates and Representatives not to, issue or cause the publication of any press release or public announcement concerning this Agreement or the Transactions without obtaining the prior written approval of the other Parties; provided that nothing herein will prohibit (a) any Party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is, upon advice of counsel, required by (x) Law, (y) obligations pursuant to any listing agreement with or rules of any national securities exchange or interdealer quotation service or (z) the request of any Governmental Body (or, in the case of Buyer and the Ardagh Seller, by the fiduciary duties of the respective board of directors of Buyer’s Affiliate and the Ardagh Seller’s Affiliate given the applicable Affiliate’s status as a public reporting company as reasonably determined by the applicable board of directors), in which case the Party making such determination (with respect to Buyer, to the extent practicable given its (or its Affiliates’) status as a public reporting company under the federal securities Laws) will consult with the other Parties prior to making such disclosure and the disclosing Party shall consider in good faith any comments provided by the other Parties, (b) the Sponsor or Fund IX or their respective Affiliates from (i) communicating in the ordinary course of business with their current or prospective limited partners or investors regarding this Agreement or the Transactions, including in connection with fundraising and reporting activities (provided such limited partners or investors are subject to customary confidentiality obligations) or (ii) disclosing the consummation of the Transactions on their respective websites and otherwise in the ordinary course of their business (provided that such disclosure is consistent with the content of any press release or public announcement permitted by this Section*** 8.7*) and that such disclosure does not include information regarding economic terms without the consent of Buyer and each Seller, or (c) any Party from making any disclosure of information concerning this Agreement in connection with any dispute between the Parties regarding this Agreement, the other Transaction Documents or the Transactions.

8.8 Conduct of the Parties Prior to the Closing.

(a) During the period commencing on the Put Option Date and terminating on the earlier to occur of the Closing or the termination of this Agreement pursuant to and in accordance with Article X, Buyer shall use commercially reasonable efforts not to take or agree to take any action which would reasonably be expected to interfere with (x) the consummation of the Transactions or (y) Buyer’s ability to satisfy any of its obligations under this Agreement; provided, for the avoidance of doubt, that in no event shall any of the following be deemed to be a breach of this Section*** 8.8*: (i) an action or omission required, expressly contemplated or permitted by this Agreement or any other Transaction Document (including any action taken in furtherance of Buyer’s obligations under Section*** 8.3*) or required by applicable Law or any Governmental Body; (ii) any action or omission taken with the consent of, or at the request of, the Company; (iii) the exercise or enforcement by Buyer of any of its rights, or the pursuit of any of its remedies, under this Agreement or any other Transaction Document, including the right to withhold its consent in respect of any matter requiring Buyer’s consent hereunder; or (iv) the operation of the business of Buyer and its Affiliates in the ordinary course of business.

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(b) Each Seller shall (A) give Buyer reasonably prompt written notice of (1) any Legal Proceeding or Order brought, or threatened in writing to be brought, by any Person in respect of or in connection with the Transactions or (2) the occurrence of any other event that would reasonably be expected to prevent, materially impair or materially delay the Transactions; and (B) otherwise keep Buyer reasonably informed of the matters set forth on Schedule 8.8(b).

8.9 Employee Matters.

(a) For a period of twelve (12) months following the Closing (or for such shorter period of time during which a Continuing Employee remains employed with the Acquired Companies or an Affiliate), to the extent permitted under applicable Law, Buyer shall provide, or shall cause to be provided, to each employee of any of the Acquired Companies (each, a “Continuing Employee”), (i) annual base salary or base wages, as applicable, and target short-term incentive compensation opportunities, in each case, that are no less favorable in the aggregate than the annual base salary or base wages, as applicable, and target short-term incentive compensation opportunities provided to such Continuing Employee immediately prior to the Put Option Date, (ii) employee health and welfare benefits, retirement benefits, and vacation benefits (but excluding, for the avoidance of doubt, severance benefits) that are (x) substantially similar in the aggregate to those provided to such Continuing Employee immediately prior to the Closing, or (y) no less favorable than those provided to similarly situated employees of Buyer as of the Closing and (iii) severance and termination payments and benefits that are no less favorable than the severance and termination payments and benefits that the Continuing Employee would be entitled to receive upon a termination of employment immediately prior to the Closing. For purposes of eligibility, vesting, and level of benefits (other than benefit accrual under defined benefit plans or equity or equity-based plans or long-term incentive arrangements) under the employee benefit plans of Buyer in which Continuing Employees are eligible to participate following the Closing Date (the “Buyer Plans”), to the extent permitted under applicable Law, Buyer shall credit each Continuing Employee with his or her service with any Acquired Company and any predecessor entities prior to the Closing in accordance with the foregoing sentence, except to the extent such credit would result in the duplication of benefits for the same period of service or such service was not recognized under an analogous Company Benefit Plan prior to the Closing.

(b) With respect to each Buyer Plan, except as otherwise required under applicable Law, Buyer shall use commercially reasonable efforts to cause each Continuing Employee to be eligible to participate as promptly as practicable, without any waiting period, in any and all such Buyer Plans, and Buyer shall use commercially reasonable efforts to (i) cause to be waived under any applicable Buyer Plan any pre-existing condition limitations, actively-at-work requirements, exclusions and waiting periods to the extent waived or not applicable under, or previously satisfied by such Continuing Employee and his or her eligible covered dependent under, the relevant Company Benefit Plan, and (ii) for the year in which a Continuing Employee transitions to the applicable Buyer Plans, cause the Continuing Employees and any eligible covered dependent to be given credit under the applicable Buyer Plan for amounts paid prior to the date on which such Continuing Employees commence participation in such Buyer Plan for purposes of applying deductibles, co-payments, co-insurance and out-of-pocket maximums.

(c) Notwithstanding anything in this Agreement to the contrary and unless otherwise required under applicable Law, the terms and conditions of employment for any Continuing Employees covered by a collective bargaining agreement shall be governed by the applicable collective bargaining agreement until the expiration, modification or termination of such collective bargaining agreement in accordance with its terms or applicable Law.

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(d) The Sellers shall, and shall cause their Affiliates to, (i) comply in all material respects with all applicable Laws relating to their obligations to notify and consult with, obtain the authorization or approval of, or request the advice of, any works councils, economic and social committees, labor unions, associations or other employee representative bodies and relevant employees of any Acquired Company or their Representatives, in each case, prior to the Closing as required in connection with the Transactions (the “Consultation Obligations”), (ii) provide Buyer and its Affiliates with any required information as reasonably requested in respect of, or for the purpose of, such information or consultation process if required under applicable Law, (iii) keep Buyer and its Affiliates informed of the status of such information and consultation process and any material developments if required under applicable Law, including, to the extent that any written documents, presentations or other materials are to be provided to any works council, economic and social committee, labor union, association or other employee representative body; provided that the Sellers shall retain control over such information and consultation process and (iv) if required under applicable Law, provide such materials to Buyer and its Affiliates in advance and permit Buyer and its Affiliates a reasonable opportunity to review and comment on such materials before they are presented or provided to the works council, economic and social committee, labor union, association or other employee representative body. Buyer shall reasonably cooperate with the Sellers in connection with the Consultation Obligations, including, upon receiving a written request from the Sellers, providing without unreasonable delay any information regarding Buyer’s post-Closing intentions, plans or proposals with respect to the Acquired Companies and their employees that is reasonably required under applicable Law. The Sellers shall not be responsible for any delay, failure or non-compliance to the extent caused by Buyer’s material failure to provide such information or cooperation. Without limiting the foregoing, and subject in all respects to the terms of this Agreement, from the Put Option Date until the Closing, the Sellers shall, and shall cause the Company and the other Acquired Companies to, use commercially reasonable efforts to ensure that any information, consultation, advice or negotiation process conducted with any works council, economic and social committee, labor union or other employee representative body in connection with the Specified Projects takes into account the Transactions to the extent required under applicable Law.

(e) As a condition to the obligations of Buyer or any of its Affiliates under this Section*** 8.9*, each Seller agrees that it shall, and shall cause its Affiliates and their respective service providers to use commercially reasonable efforts to, provide Buyer, its Affiliates and their respective service providers with access to all information reasonably requested by Buyer and its service providers to allow Buyer to comply with the provisions of this Section*** 8.9*, in each case, to the extent permitted by applicable Law.

(f) The provisions contained in this Section*** 8.9* shall not (i) be treated as an establishment, amendment or other modification of any Company Benefit Plan or other employee benefit plan, agreement or other arrangement, (ii) limit the right of Buyer to terminate the employment of any employee at any time and for any reason or (iii) create any third party rights, benefits or remedies of any nature whatsoever in any employee of any Acquired Company (or any beneficiaries or dependents thereof) or any other Person that is not a Party.

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8.10 Buyer*’*s Obligations in Respect of Financing.

(a) Buyer acknowledges and agrees that the Sellers, the Seller Representative, the Company and their respective Affiliates have no responsibility for any financing that Buyer may raise in connection with the Transactions, except as expressly provided herein.

(b) Buyer shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary to obtain the Financing contemplated by the Financing Commitments at or prior to the Closing Date, including to (i) maintain in effect the Debt Commitment Letter, (ii) negotiate and enter into definitive financing agreements (the “Definitive Debt Documents”) with respect to the Debt Financing on the terms and conditions set forth therein or terms and conditions otherwise not less favorable to Buyer than the terms and conditions (including the “market flex” provisions) contained in the Debt Commitment Letter (as determined by Buyer in its reasonable discretion), (iii) satisfy on a timely basis all conditions applicable to Buyer contained in the Financing Commitments within their control, including the payment of any commitment, engagement, or placement fees required as a condition to the Financing, (iv) consummate the Financing at or prior to the Closing Date and (v) enforce its rights under the Debt Commitment Letter. Buyer acknowledges and agrees that it is not a condition to the Closing under this Agreement, nor to the consummation of the Transactions, for Buyer to obtain the Financing or any Replacement Financing.

(c) Buyer shall provide to the Company copies of all material agreements and other documents, in each case, reasonably requested by the Company related to the Debt Financing, and shall keep the Company reasonably informed on a current basis and in reasonable detail of the status of its efforts to obtain the Debt Financing, including any material developments in respect of the process relating thereto. Without limiting the generality of the foregoing, Buyer shall provide the Company prompt written notice (i) of any expiration or termination of, or any breach, default or violation by any party to the Commitment Letters or definitive agreements related to the Financing of which Buyer becomes aware, (ii) of the receipt of any written notice or other written communication from any Debt Financing Source with respect to any (x) actual or potential breach, default, violation, termination or repudiation by any party to the Commitment Letters or the Definitive Debt Documents or (y) material dispute or disagreement between or among any parties to the Commitment Letters or the Definitive Debt Documents with respect to the obligation to fund the Financing or the amount of the Financing to be funded at the Closing (excluding ordinary course negotiations), and (iii) if at any time for any reason Buyer believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms and conditions contemplated by the Financing Commitments or the Definitive Debt Documents. As soon as reasonably practicable, Buyer shall provide any information reasonably requested by the Company relating to any circumstance referred to in clauses (i), (ii) or (iii) of the immediately preceding sentence.

(d) Prior to the Closing, Buyer shall not (and with respect to the Equity Commitment Letter, shall cause Fund IX VL Holdings not to), without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), agree to, or permit, any amendment, restatement, amendment and restatement, replacement, supplement, or other modification of, or waiver or consent under, the Commitment Letters or other documentation relating to the Financing which would (i) reasonably be expected to (A) adversely affect Buyer’s

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ability to timely consummate the Transactions or (B) make the timely funding of the Financing, or the satisfaction of the conditions to obtaining the Financing less likely to occur in any material respect, (ii) reduce the aggregate amount of the Financing to less than the Required Amount (taking into account any increase to the Equity Financing), (iii) impose new or additional conditions or expand upon (or amend or modify in any manner adverse to the interests of the Company) the conditions precedent to the Financing as set forth in the Commitment Letters in a manner that would reasonably be expected to delay or prevent the Closing, (iv) adversely affect the ability of Buyer to enforce its rights against the other parties to the Debt Financing Commitments, the Fee Letters or any Definitive Debt Document or (v) reasonably be expected to prevent, delay, impede or impair the Closing. Buyer shall have the right from time to time to amend, supplement, replace, substitute, terminate or otherwise modify or waive its rights under the Debt Commitment Letter (including amendments and modifications contemplated by the “flex” provisions), to add and appoint additional arrangers, bookrunners, underwriters, agents, lenders and similar entities, to provide for the assignment and reallocation of a portion of the financing commitments contained therein and to grant customary approval rights to such additional arrangers and other entities in connection with such appointments, so long as such modification does not result in any of the outcomes specified in the immediately preceding sentence. For purposes of this Section*** 8.10(d), Section** 8.11*, the definitions of “Debt Commitment Letter,” “Equity Commitment Letter,” “Commitment Letters,” “Debt Financing Commitments,” “Equity Financing Commitment,” “Financing Commitments,” “Debt Financing,” “Equity Financing,” and “Financing” shall include the Financing Commitments or documents related thereto as permitted to be amended, amended and restated, replaced, supplemented, modified, waived or consented to by this Section*** 8.10(d). Buyer shall promptly deliver to the Company copies of any such amendment, restatement, amendment and restatement, replacement, supplement, modification, waiver or consent. Further, for the avoidance of doubt, if the Financing (or any Replacement Financing) has not been obtained, Buyer shall continue to be obligated to consummate the Transactions subject only to the satisfaction or waiver of the conditions set forth in Sections** 9.1* and 9.2.

(e) If any of the Debt Financing or Debt Financing Commitments expire or are terminated or become unavailable prior to the Closing, in whole or in part, for any reason, Buyer shall (i) promptly notify the Company of such expiration, termination, or unavailability and the reasons therefor and (ii) use its reasonable best efforts promptly to arrange for alternative debt financing (“Replacement Financing”) (which, when added with the Equity Financing, shall be sufficient to pay the Required Amount from other debt financing sources and shall not, without the prior consent of the Company, (A) include any conditions to such Replacement Financing that are more onerous than or in addition to the conditions set forth in the Commitment Letters in effect on the Put Option Date or (B) otherwise be on terms and conditions that are materially less favorable to Buyer than the terms and conditions of the Commitment Letters in effect on the Put Option Date) to replace the financing contemplated by such expired, terminated, or unavailable commitments or arrangements. Buyer shall deliver to the Company true, correct and complete copies of all Contracts or other arrangements pursuant to which any alternative source shall have committed to provide any portion of the Replacement Financing (provided that any fee letters in connection therewith may be redacted in a manner consistent with the Fee Letters provided as of the Put Option Date). In the event that Replacement Financing is obtained in accordance with this Section*** 8.10(e)*, the definitions of “Debt Commitment Letter,” “Equity Commitment Letter,” “Commitment Letters,” “Debt Financing Commitments,” “Equity Financing Commitment,” “Financing Commitments,” “Debt Financing,” “Equity Financing” and “Financing” shall include

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the commitments in respect of the Replacement Financing or the documents related thereto, as applicable. Notwithstanding the foregoing, (x) nothing in this Section*** 8.10(e)* shall require, and in no event shall the “reasonable best efforts” of Buyer be deemed or construed to require, Buyer to (1) waive any term or condition of this Agreement, (2) pay any fees in excess of those contemplated by the Debt Commitment Letter as in effect on the Put Option Date (taking into account the “market flex” provisions thereof) (whether to secure a waiver of any conditions contained therein or otherwise) or (3) seek or accept any additional equity financing or seek or accept debt financing from any Person that is not acceptable to Buyer in its sole discretion and (y) compliance by Buyer with the provisions of this Section*** 8.10(e)* shall not relieve Buyer of its obligation to consummate the Transactions whether or not the Financing is available.

8.11 Company*’s and Ardagh Seller’*s Obligations in Respect of Financing.

(a) Subject to Section*** 8.11(b), prior to the Closing, the Company (and solely with respect to sub-clause (viii) below, the Ardagh Seller) shall use its reasonable best efforts to provide, and shall use reasonable best efforts to cause the Acquired Companies (and solely with respect to sub-clause (viii) below, any Affiliates of the Ardagh Seller) and their respective officers, managers, directors and employees to provide, and shall use its reasonable best efforts to direct its and their respective accountants, legal counsel and other Representatives to provide to Buyer all cooperation that is reasonably requested by Buyer in connection with the Debt Financing (it being understood that, solely for purposes of this Section** 8.11*, the term “Debt Financing” shall be deemed to include any high yield bonds issued in lieu of any credit facility contemplated by the Debt Commitment Letter), including the following:

(i) causing appropriate members of the Company’s senior management and other Representatives of the Sellers or the Company to participate in a reasonable number of meetings, conference calls, presentations, sessions with prospective Debt Financing Sources and rating agencies or other customary syndication activities at reasonable times and locations to be mutually agreed;

(ii) (A) assisting with the preparation of appropriate and customary materials for a rating agency presentation, a bank information memorandum, offering documents, a lender presentation and other usual and customary marketing and syndication materials required in connection with the Debt Financing and (B) having an officer of the Company execute a customary authorization letter with respect to the bank information memorandum that authorizes distribution of information to prospective lenders and identifies any portion of the information contained therein relating to the Company and each Company Subsidiary that contains material, non-public information within the meaning of federal securities Laws regarding the Company and each Company Subsidiary or their respective securities;

(iii) (A) executing and delivering customary management representation letters to their independent auditors and (B) causing their independent auditors to provide drafts and executed versions of customary auditor comfort letters (including “negative assurance” comfort and change period comfort) with respect to historical financial information regarding the Company and each Company Subsidiary as necessary or customary for any offering or placement of debt securities pursuant to Rule 144A;

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(iv) facilitating the pledging of collateral; provided that no pledge shall be effective until the Closing;

(v) assisting in the preparation of, and executing and delivering, definitive financial documents, including guarantee and collateral documents and customary closing certificates (including a certificate of a financial officer of the Company with respect to solvency of the Company on a consolidated basis; it being understood and agreed that such certificate with respect to solvency shall only be required if the representation and warranty set forth in Section*** 7.8* is true and correct on and as of the Closing Date after giving effect to the Transactions) and other customary documents as Buyer may reasonably request; provided that no such document, agreement or certificate shall be effective until the Closing;

(vi) cooperating with Buyer to take such corporate or other organizational action, subject to the occurrence of the Closing, as Buyer may reasonably request to permit the consummation of the Debt Financing;

(vii) requesting that the administrative agent or collateral agent under the Existing Credit Agreements provide debt payoff letters in respect thereof, and preparing all notices, certificates, legal opinions and other documentation necessary to facilitate the redemption of the Senior Secured Notes Indentures, in each case, in a timely manner and consistent with Section*** 8.19*; and

(viii) requesting that the administrative agent, collateral agent or trustee under the Ardagh Debt Documents provide lien releases or similar documents with respect to the Ardagh Seller Shares, and prepare all notices, certificates, legal opinions and other documentation necessary to facilitate the release of Liens on the Ardagh Seller Shares, in each case, in a timely manner and as required pursuant to the Ardagh Debt Documents.

(b) Prior to the Closing, the Company shall furnish Buyer (i) at least four Business Days prior to the Closing Date with all documentation and other information required by a Governmental Body with respect to the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations that is reasonably requested by Buyer at least nine Business Days prior to the Closing Date; and (ii) the Required Information, and such other financial and other pertinent information regarding the Acquired Companies as may be reasonably requested by Buyer to consummate the Debt Financing (it being understood and agreed that the Company shall not be required to provide any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments (or otherwise prepare pro forma financial information or post-Closing financial information)).

(c) Notwithstanding anything in Section*** 8.11(a)* or this Agreement to the contrary, until the Closing occurs, the cooperation requested by Buyer pursuant to Section*** 8.11(a)* shall not (i) unreasonably interfere with or adversely affect the ongoing operations or business of the Acquired Companies, or (ii) require the Blocker or any of the Acquired Companies to (A) pay any commitment or other similar fee, (B) have or incur any liability in connection with the Financing contemplated by the Financing Commitments, including under any agreement or any document related to the Financing that would not be reimbursed at the Closing, (C) enter into the

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Definitive Debt Documents that would be effective prior to the Closing (other than customary authorization letters), (D) take any action that would conflict with, violate or result in a breach of or default under any Organizational Documents of the Company or any of its Affiliates, any Transaction Document or any Law, (E) take any action that would be reasonably likely to subject any director, manager, officer or employee of the Company or any of its Affiliates to any personal liability, (F) provide access to or disclose information that the Company determines in good faith would reasonably be likely to jeopardize any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, the Company or any of its Affiliates, (G) cause any director or manager of the Company or any of its Affiliates to pass resolutions or consents to approve or authorize the execution of the Debt Financing which would be effective prior to the Closing Date or (H) reimburse any expenses or provide any indemnities.

(d) Buyer shall promptly reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by the Blocker or any Acquired Company in connection with the cooperation contemplated by Section*** 8.11(a)*, including (i) reasonable attorneys’ fees and (ii) expenses of the Company’s accounting firms engaged to assist in connection with the Debt Financing. Buyer shall indemnify and hold harmless the Blocker and the Acquired Companies, and their respective Representatives, from and against any and all liabilities or losses suffered or incurred by them in connection with the arrangement of the Financing and any information utilized in connection therewith, other than to the extent that any such liabilities or losses result from the bad faith, gross negligence or willful misconduct of any of the Sellers, the Acquired Companies, their respective Affiliates and their respective partners, officers, managers, directors, employees and other Representatives or information provided by or on behalf of the Sellers or the Acquired Companies for use in connection with the Debt Financing.

(e) The Sellers, the Acquired Companies and their respective Affiliates consent to the customary and reasonable use of the Acquired Companies’ logos in connection with any Debt Financing; provided that such use is disclosed to the Sellers in writing prior to such use, such logos are used solely in a manner that is not intended, or reasonably likely, to and does not harm or disparage any of the Sellers, the Acquired Companies and their respective Affiliates or the reputation or goodwill of the Sellers, the Acquired Companies and their respective Affiliates.

(f) Any information provided pursuant to this Section*** 8.11* shall be subject to the Confidentiality Agreements.

8.12 Tax Matters.

(a) Section*** 338(g) Elections*. Buyer may, in its sole discretion, and may cause its applicable Affiliates to, make timely and effective elections under Section 338(g) of the Code (and any corresponding or similar provisions of state, local or non-U.S. Tax Law) with respect to Buyer’s purchase (or deemed purchase) of the Blocker, the Company and each Subsidiary of the Company. For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, any Taxes, costs or expenses to the extent arising out of (including any Taxes imposed on the Blocker or any Acquired Company as a result of) any such election shall be borne solely by Buyer and its Affiliates and shall not (i) reduce the Estimated Consideration, Final Consideration or any other amount payable to any Seller under this Agreement, (ii) be taken into account as Leakage, Company Transaction Expenses, Transfer Taxes or otherwise in determining any adjustment to the Estimated Consideration or any other amount payable to any Seller under this Agreement or (iii) give rise to any obligation of any Seller or any of its Affiliates to indemnify, reimburse or otherwise make any payment to Buyer, the Blocker, any Acquired Company or any of their respective Affiliates.

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(b) Transfer Taxes. All Transfer Taxes shall be borne fifty percent (50%) by Buyer, on the one hand, and fifty percent (50%) by the Sellers (whether as Company Transaction Expenses or otherwise), on the other hand. The Sellers shall promptly, and in any event within ten (10) Business Days following written demand therefor, reimburse Buyer for the Sellers’ share of any Transfer Taxes paid by Buyer or any of its Affiliates (except to the extent such Transfer Taxes were taken into account as Company Transaction Expenses). The Parties shall, and shall cause their respective Affiliates to, cooperate to timely prepare and file any Tax Returns or other filings relating to Transfer Taxes, including any claim for exemption or exclusion from the application or imposition of any Transfer Taxes.

(c) Termination of Tax Sharing Agreements. The Company shall, and shall cause the Blocker and each of the Acquired Companies to, terminate, effective no later than the Closing, each Tax sharing, Tax allocation, Tax indemnity, Tax receivable or similar agreement or arrangement (other than this Agreement and the other Transaction Documents) to which the Blocker or any Acquired Company is a party or by which any of them is bound, on the one hand, and to which any Seller or its Affiliates (other than the Blocker or any Acquired Company) is a party or by which any of them is bound, on the other hand, such that none of the Blocker or any Acquired Company shall have any liability or obligation relating to Taxes thereunder from and after the Closing.

(d) Intended Tax Treatment. Except to the extent otherwise required pursuant to a “determination” (within the meaning of Section 1313(a) of the Code or any similar provision of state, local or non-U.S. Law), the Parties and their respective Affiliates shall treat any and all payments made pursuant to Section*** 3.3* or this Section*** 8.12* as an adjustment to the Estimated Consideration for all Tax purposes, and no Party shall take any position inconsistent with such treatment on any Tax Return or in any audit, examination or other administrative or judicial proceeding.

(e) French IFU Filings. Prior to the Closing, the Sellers shall cause each Acquired Company organized in France to prepare and duly file with the applicable Taxing Authority each annual Imprimé Fiscal Unique informational filing (Form 2561) (each, an “IFU Form”) that was required to be filed, but was not previously filed, or that requires correction, in respect of any dividend or interest payment made by such Acquired Company in 2021, 2022, 2023, 2024 and 2025, it being understood that, for each relevant calendar year, one IFU Form shall be filed by each such Acquired Company reporting all amounts required to be reported thereon under applicable French Tax Law, including (i) dividends distributed by such Acquired Company outside of a French tax consolidated group during such calendar year and (ii) all payments of interest (other than interest paid to a French bank) made by such Acquired Company during such calendar year. The Sellers shall provide Buyer with (x) a draft of each such IFU Form reasonably in advance of the date of the applicable filing, (y) a reasonable opportunity to review and comment on each such IFU Form (and the Sellers shall, and shall cause the applicable Acquired Companies to, consider in good faith any reasonable comments provided by Buyer) and (z) evidence of each such filing promptly following the submission thereof.

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(f) Tax Cooperation.

(i) From and after the Put Option Date until the earlier of the Closing and the termination of this Agreement in accordance with its terms, if the Company or any of its Subsidiaries receives written notice of any Tax Proceeding reasonably expected to be, individually or in the aggregate, material to the Acquired Companies, taken as a whole, then the Company shall (A) provide reasonably prompt written notice of such Tax Proceeding to Buyer, and, (B) solely with respect to any Tax Proceeding (or the portion thereof) arising from the items set forth in Schedule 8.12(f)(i), (x) provide Buyer the opportunity to participate, at its own cost and expense, in such Tax Proceeding (including through counsel and other advisors of its own choosing), (y) provide Buyer with copies of any material documentation received from, and any material correspondence made with, the applicable Taxing Authority in connection therewith, and allow Buyer to coordinate with the Company with respect to any such correspondence with such Taxing Authority and, upon reasonable advance notice, to attend (including through counsel and other advisors of its own choosing) any meeting or call with such Taxing Authority, and (z) not, and shall cause its Affiliates not to, settle, compromise, resolve, accept, waive, file an appeal in front of the competent Tax court or otherwise make any material decision or determination with respect to such Tax Proceeding (or portion thereof) without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed); provided that, for the avoidance of doubt, if any such Tax Proceeding (or portion thereof) arising from the items set forth in *Schedule 8.12(f)(i) *cannot be bifurcated under applicable local Law or is not in fact conducted or resolved separately, the rights set forth in clauses (x) through (z) shall apply to the entirety of any such Tax Proceeding.

(ii) Following the Closing, Buyer, each Seller and the Firmoront Blocker Seller shall, and Buyer shall cause the Blocker and the Acquired Companies to, reasonably cooperate with one another, as and to the extent reasonably requested, in connection with the preparation and filing of Tax Returns and any Tax Proceeding. Such cooperation shall include (A) the retention and, upon request, the provision of records and information reasonably relevant to any such Tax Return or Tax Proceeding, (B) making employees available on a mutually convenient basis to provide additional information and explanation of any materials provided hereunder and (C) reasonably cooperating through their respective tax advisors, legal counsel and other professional advisors, where appropriate. Each party shall bear its own costs and expenses incurred in connection with such cooperation, unless otherwise expressly provided in this Agreement.

8.13 R&W Insurance Policy.

(a) At or prior to the Closing, Buyer or any of its Affiliates may, at its election, obtain a buyer-side representations and warranties insurance policy in connection with this Agreement and the Transactions (such policy, an “R&W Insurance Policy”): (i) all premiums, underwriting fees, brokers’ commissions, due diligence fees, taxes and other similar costs and expenses due and payable under such R&W Insurance Policy shall be borne solely by Buyer or

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such Affiliate (including the Company and any of the Company Subsidiaries after the Closing), (ii) such R&W Insurance Policy shall not provide for any “seller retention” (as such phrase is commonly used in the representations and warranties insurance policy industry), such that the full “retention” (as such phrase is commonly used in the representations and warranties insurance policy industry) will be borne solely by Buyer and (iii) Buyer shall cause such R&W Insurance Policy to at all times include an express waiver by the insurer of any rights to bring claims of subrogation (except in the case of Fraud with respect to the making of the Express Representations) against the Sellers, and Buyer shall provide the Seller Representative, reasonably in advance of binding the R&W Insurance Policy, the final version of the R&W Insurance Policy. Buyer acknowledges and agrees that the obtaining of any R&W Insurance Policy is not a condition to the Closing and Buyer shall remain obligated, subject only to the satisfaction or waiver of the conditions set forth in Article IX, to consummate the Transactions, even if an R&W Insurance Policy is not obtained at or prior to the Closing. In addition, Buyer acknowledges and agrees that the obtaining of any R&W Insurance Policy shall not impede or delay the Closing. Buyer, its Affiliates, and their respective Representatives shall not amend, waive or modify (x) the waiver of subrogation right contained in the R&W Insurance Policy or (y) any other provision of the R&W Insurance Policy in a manner materially adverse to the Sellers, in each case, without the express written consent of the Seller Representative. At the request of Buyer, the Blocker, the Acquired Companies and the Sellers shall use commercially reasonable efforts to cooperate with, and make reasonably available (upon reasonable notice and during normal business hours) their respective Representatives to assist with, Buyer (and any Affiliate thereof) in connection with the obtaining, binding and causing the issuance of any R&W Insurance Policy, and the removal of any exclusions thereunder, including by making available due diligence material reasonably requested by Buyer (or an Affiliate thereof); provided that, the Sellers, the Blocker, the Acquired Companies and each of their Affiliates shall not be required to provide due diligence materials where doing so would, upon advice of counsel, (A) cause a violation or breach of or default under any Contract to which the Blocker or any Acquired Company is a party, (B) result in a loss of attorney-client or legal privilege to the Blocker or any Acquired Company, (C) constitute a violation of any applicable Law or (D) cause any competitive harm to any Acquired Company (it being agreed that any such competitive materials shall be made available to the insurers of the R&W Insurance Policy and their Representatives directly by the Blocker or any Acquired Company, as applicable); provided, further, that in any such case, each of the Sellers, the Blocker and the Acquired Companies shall use its commercially reasonable efforts to provide a reasonably detailed description of the information not provided that enables the insurers or their Representatives to evaluate such information without the consequence described in clause (A), (B), (C) or (D). Notwithstanding the foregoing, a breach of the obligation of the Blocker, the Acquired Companies and the Sellers under this Section*** 8.13* shall not be grounds for Buyer to not consummate the Transactions pursuant to Section*** 9.2(g)* or otherwise.

(b) From the Put Option Date until the earlier of the Closing and the termination of this Agreement, the Sellers and the Company shall, and shall cause the other Acquired Companies and their respective Representatives to, use commercially reasonable efforts to cooperate with Buyer and its Representatives in connection with Buyer’s efforts to remove, narrow or otherwise resolve any exclusion from coverage under, or any heightened conditions to coverage identified by the insurer(s) in connection with, the R&W Insurance Policy, including by (A) furnishing such reasonably available information and documentation regarding the Acquired Companies as Buyer or such insurer(s) may reasonably request (including by making such

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information available in the electronic data room), (B) making appropriate members of management of the Acquired Companies reasonably available to participate in a reasonable number (but no more than three) of underwriting and diligence calls at reasonable times and upon reasonable advance notice, and (C) facilitating such supplemental due diligence as such insurer(s) may reasonably require; provided that (i) nothing in this Section*** 8.13(b)* shall require any Seller or any Acquired Company to furnish any information the disclosure of which would, upon the advice of outside counsel, jeopardize any legal privilege or violate applicable Law or any confidentiality obligation owing to a third party (in which case the Parties shall cooperate in good faith to make alternative arrangements to permit disclosure, including pursuant to customary clean-team or counsel-only arrangements), (ii) each Seller’s and the Acquired Companies’ obligations pursuant to this Section*** 8.13(b)* shall remain in all respects subject to Section*** 8.1(a), (iii) no Seller or Acquired Company makes any representation or warranty as to, or shall have any liability for, the removal or resolution of any such exclusion or the availability or scope of coverage under the R&W Insurance Policy and (iv) no information provided or disclosed pursuant to this Section** 8.13(b)* shall be deemed to expand any of the representations or warranties set forth in this Agreement, and no Seller or Acquired Company makes any representation or warranty as to, or shall have any liability for, the accuracy of such information (except in the case of Fraud).

8.14 Company Disclosure Schedules.The Company may, at its option, include in the Company Disclosure Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to dollar amounts, shall not be deemed to be an acknowledgment or representation that such items are material, to establish any standard of materiality or to define further the meaning of such terms or any other terms defined in Article I (and, in particular, the inclusion of any item in the Company Disclosure Schedules shall not, in and of itself, be a basis for taking such item into account in determining whether there has been a Material Adverse Effect). Information disclosed in any Company Disclosure Schedule shall constitute a disclosure for all purposes under this Agreement solely to the extent it is reasonably apparent on the face of such items that the information is relevant for such other purposes, notwithstanding any reference to a specific section, and all such information shall be deemed to qualify such sections. The disclosure of any matter or item in any Company Disclosure Schedule shall not be deemed to constitute an acknowledgment that any such matter is required to be disclosed.

8.15 Section*** 280G*.To the extent that any “disqualified individual” (within the meaning of Section 280G(c) of the Code and the regulations thereunder) has the right to receive or retain any payments or benefits that, separately or in the aggregate, constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder), then the Company will (i) solicit from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments or benefits payable to, or retained by, such disqualified individual shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), and (ii) with respect to each “disqualified individual” who agrees to the waiver described in clause (i), submit to a vote of holders of the equity interests of the Company entitled to vote on such matters, the right of any such “disqualified individual” to receive the Waived 280G Benefits (the process described in clauses (i) and (ii), the “Cleansing Vote”). Solely in the event Buyer provides to the Company, no less than fifteen (15) Business Days prior to the Closing, a written description (including applicable

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value for purposes of Section 280G of the Code) of any arrangements that have, or will be, entered into between Buyer and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“Buyer Arrangements”), the Company shall include such Buyer Arrangements in the Cleansing Vote. The Parties acknowledge that the Company cannot compel any “disqualified individual” to waive any existing rights under a contract with the Company or any of the Company Subsidiaries and the Company shall not be deemed in breach of this Section*** 8.15* with respect to any disqualified individual who refuses to waive any such right. The Company shall provide Buyer and its counsel with a copy of calculations, the waiver agreement, the disclosure statement and the equityholder consent contemplated by this Section*** 8.15* no less than ten Business Days prior to the Closing or the delivery of any documentation to a “disqualified individual” or an equityholder, and, if Buyer provides comments within five Business Days of receiving such documentation, the Company shall in good faith incorporate any reasonable changes requested by Buyer or its counsel. Prior to the Closing, the Company shall provide to Buyer any executed waivers and consents received in connection with the vote of the equityholders and any documentation reasonably requested by Buyer which demonstrates that such vote of the equityholders was conducted in a manner which satisfies Section 280G(b)(5)(B) of the Code and the regulations thereunder.

8.16 Acknowledgments by Buyer.

(a) Buyer acknowledges, on its own behalf and on behalf of each of its Affiliates, that it has conducted an independent investigation and verification of the business, financial condition, results of operations, assets, liabilities, properties, contracts and prospects of the Blocker and the Acquired Companies, and, in making its determination to proceed with the Transactions, Buyer has relied on the results of its own independent investigation and verification and on the Express Representations. Without limiting the generality of the foregoing, Buyer acknowledges and agrees, on each of its own behalf and on behalf of its Affiliates, that neither the Blocker, the Acquired Companies, nor any other Person (including the Sellers), has made, is making or is authorized to make, any warranty or representation (whether in written, electronic or oral form), express or implied, as to (i) the accuracy or completeness of any information or (ii) the quality, merchantability, fitness for a particular purpose, or condition of the Blocker, the Acquired Companies’ business, operations, assets, liabilities, prospects or any portion thereof, except, in each case, solely to the extent expressly set forth in the Express Representations.

(b) For the avoidance of doubt, nothing in this Section*** 8.16* shall limit (i) claims for Fraud, (ii) claims under the R&W Insurance Policy or (iii) any Party’s rights or remedies under this Agreement (including in respect of the Express Representations) or any other Transaction Document.

(c) Subject to Section*** 8.16(b), Buyer acknowledges and agrees, on each of its own behalf and on behalf of its Affiliates, that the covenants and agreements contained in this Section** 8.16* (i) require performance after the Closing to the maximum extent permitted by applicable Law and will survive the Closing until the expiration of the applicable statute of limitations; and (ii) are an integral part of the Transactions and that, without these agreements set forth in this Section*** 8.16*, the Blocker and the Acquired Companies would not enter into this Agreement.

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8.17 Pre-Closing Sharing of Data.The Parties acknowledge and agree that the Personal Information disclosed or made available by the Sellers, the Blocker or the Acquired Companies to Buyer in connection with this Agreement (the “Transaction Personal Information”) is necessary for the purposes of enabling Buyer to determine if Buyer shall proceed with the Transactions. Buyer shall, at all times, comply with Privacy Laws and not use, disclose or otherwise Process the Transaction Personal Information for any purposes other than those related to the performance of this Agreement or the consummation of the Transactions, or any other similar purposes or as required or permitted by Law. Buyer shall take reasonable and appropriate steps to protect the Transaction Personal Information by applying a standard of care at least as protective of such information as Buyer’s current policies, practices, or procedures applicable to Personal Information, but in any event by applying at least a reasonable standard of care. If the Transactions do not proceed, Buyer shall return to the Acquired Companies or, at the Acquired Companies’ request, securely destroy the Transaction Personal Information within 60 calendar days and upon the Seller Representative’s written request, provide written confirmation of the destruction of the Transaction Personal Information.

8.18 Litigation Support.In the event that and for so long as the Sellers or any of their Affiliates or Buyer or any of its Affiliates is prosecuting, contesting or defending any Legal Proceeding or claim by or against a third party or otherwise for legal compliance in connection with (a) the Transactions or the transactions contemplated under any other Transaction Documents or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction on or prior to the Closing Date, Buyer and the Sellers, as applicable, shall, and shall cause their respective Affiliates (and its and their officers and employees) to, reasonably cooperate in good faith with Buyer and the Sellers, as applicable, and its counsel in such prosecution, contest or defense, including making reasonably available its personnel, and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense upon reasonable advance notice and during normal business hours, all at the sole cost and expense of the requesting party; provided that such cooperation does not interfere with normal business operations; provided, further, that each party shall treat all such information as confidential and hereby agrees not to use such information for any purpose other than in connection with such Legal Proceeding, other investigation, charge, claim or demand by a third party and that to the extent production of such information is required in such Legal Proceeding, it is done on an attorneys’ eyes-only basis; and provided, further, that no party shall be obliged to disclose or provide access to any documents, records or information subject to attorney-client privilege or attorney work-product protection. Requests for support must be made with reasonable notice and be limited to regular business hours. Notwithstanding the foregoing, Buyer and the Sellers acknowledge and agree that this Section*** 8.18* shall not apply with respect to any Legal Proceeding with respect to which Buyer or its Affiliates are adverse to the Sellers or their respective Affiliates.

8.19 Treatment of Senior Secured Notes Indentures.

(a) Prior to the Closing, the Company shall prepare, execute and timely deliver (or cause to be delivered), in each case, in form reasonably satisfactory to Buyer: (i) all officer’s certificates, opinions of counsel, notices/requests to the trustees or collateral agents under the Senior Secured Notes Indentures, notices of conditional redemption or satisfaction and discharge and any other documentation required under the Senior Secured Notes Indentures to evidence the

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cancellation of the obligations arising thereunder (in each case within the applicable time periods set forth in the applicable Senior Secured Notes Indenture) and (ii) all other documentation (if any) as reasonably required by the trustee or collateral agent under the Senior Secured Notes Indentures, in each case, in order to effect the redemption or satisfaction and discharge of the Senior Secured Notes Indentures; provided that the Company shall provide to Buyer for Buyer’s review drafts of such notices and other documents no later than five Business Days prior to the date such documents are required to be delivered in order to effect a redemption or satisfaction and discharge of the applicable Senior Secured Notes Indentures as required by this Agreement (or, in each case, such shorter period as Buyer may agree); provided, further, that if Buyer does not deliver written comments on such drafts at least two Business Days prior to the date such documents are required to be delivered, such documents shall be deemed accepted by Buyer in the form provided by the Company. Notwithstanding the foregoing, the Company shall not be required to give a notice of redemption that is not conditional on the Closing.

(b) Buyer shall, at or prior to the Closing, deposit or cause to be deposited with the applicable trustee(s) under the Senior Secured Notes Indentures, or otherwise provide or cause to be provided to the Company, funds sufficient to pay in full the applicable redemption price of the notes issued under the Senior Secured Notes Indentures (including all principal, accrued and unpaid interest, and any premium, make-whole amount, and trustee fees and expenses) and to effect the redemption and/or satisfaction and discharge of the Senior Secured Notes Indentures.

8.20 Title Insurance and Survey; Environmental Site Assessments.

(a) For each parcel of Owned Real Property located within the U.S., Buyer desires to obtain, at its sole cost and expense, an ALTA 2021 Form owner’s title insurance policy to be issued by a title company selected by Buyer in its discretion (the “Title Company”), in each case: (A) having an effective date as of the Closing Date, (B) in amount, form and substance reasonably satisfactory to Buyer, (C) insuring that the applicable Acquired Company has good and marketable fee simple title to the Owned Real Property, free and clear of all Liens except Permitted Liens, and (D) including such endorsements as Buyer may request (which may include endorsements providing for extended coverage over the general title exceptions, zoning 3.1 endorsements (including parking and loading docks), contiguity endorsements, access endorsements, endorsements insuring compliance with any covenants, conditions and restrictions of record, tax parcel or tax number endorsements and non-imputation) (collectively, the “Title Policies”). In order to obtain the Title Policies, the Sellers (or the entity requested by the Title Company and reasonably acceptable to the Sellers) shall use commercially reasonable efforts to deliver the following documents to the Title Company in customary form and substance reasonably acceptable to the Title Company prior to the Closing: (i) an owner’s affidavit and gap indemnity from the Acquired Company owning title to the Owned Real Property; (ii) No Change to Survey Affidavit from the Acquired Company owning title to the Owned Real Property, if applicable; and (iii) financial information and information regarding ongoing construction, if applicable. Buyer shall have the right to have a surveyor survey the Owned Real Property prior to the Closing at Buyer’s sole cost and expense, following at least five Business Days’ prior written notice to the Sellers and the Sellers shall have a right to have a representative present when such surveyor is conducting such surveys, at the Sellers’ discretion. Buyer shall provide evidence to the Sellers of the surveyor’s liability insurance, in form and amount reasonably acceptable to the Sellers, prior to entry to the Owned Real Property.

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(b) From the Put Option Date until six-months following the Put Option Date, subject to Section*** 8.1*, (i) Buyer shall have the right, subject to the terms of any existing Contract to which any Seller or any Acquired Company is a party, at its sole cost and expense, as promptly as practicable, and upon reasonable written notice to the Company, to conduct a Phase I environmental site assessment (each, a “Phase I Assessment”) in accordance with ASTM International Standard E1527-21 (or any successor standard) to the extent feasible in the relevant jurisdictions of the facilities set forth on Schedule 8.20(b) of the Company Disclosure Schedules (the “Designated Facilities”) and (ii) the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to cooperate with Buyer, its Affiliates or Representatives in connection with the Phase I Assessments. The Phase I Assessments shall be limited to non-intrusive activities, and nothing in this Section*** 8.20(b)* shall permit Buyer, its Affiliates or Representatives to conduct any invasive or subsurface sampling, testing or investigation (including any Phase II environmental site assessment). Any Effect or recognized environmental condition newly obtained or discovered from any Phase I Assessment conducted in accordance with this Section*** 8.20(b)* and compliance with this Section*** 8.20(b)* (other than any Effect or recognized environmental condition that was previously disclosed in the electronic data room or on the Company Disclosure Schedules) shall, in each case, be excluded for the purposes of determining the satisfaction of the conditions set forth in Sections 9.1(a), 9.2(a) or 9.2(f) or give rise to any right to termination under this Agreement.

(c) The Company’s performance of its obligations with respect to this covenant shall be deemed to have been satisfied as of the Closing so long as the Company has not materially breached its obligations under this Section*** 8.20*.

8.21 Project Vulcan Transaction.

(a) Buyer shall, and shall cause each of its Affiliates party to any Project Vulcan Transaction Document to, (i) perform and comply in all respects with all covenants, agreements and obligations applicable to it thereunder and (ii) use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to cause the Project Vulcan Closing to occur as promptly as practicable and, in any event, substantially concurrently with (and in no event later than) the Closing, subject only to the satisfaction or waiver of the conditions set forth in Article IX and in the Project Vulcan Transaction Agreement.

(b) Buyer shall not, and shall cause its Affiliates not to, amend, restate, supplement or otherwise modify, terminate, assign or waive any right or condition of or under the Project Vulcan Transaction Agreement, in each case, in a manner that would reasonably be expected to prevent, materially impair or materially delay (or has so prevented or materially impaired or materially delayed) the Closing, or enter into any Contract which would otherwise have the same effect as the foregoing, in each case, without the prior written consent of the Seller Representative (which shall not be unreasonably withheld, conditioned or delayed); provided that Buyer and its Affiliates may, without such consent, waive any condition to the obligations of any party under the Project Vulcan Transaction Agreement if and to the extent such waiver facilitates the consummation of the Project Vulcan Closing and does not reduce the amount, or adversely change the form, timing or conditionality, of the equity investment or business contribution contemplated thereby. Buyer shall, and shall cause its Affiliates to, maintain the Project Vulcan Transaction Documents in full force and use reasonable best efforts to effect and enforce its and

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their respective rights thereunder, including, in the event of any breach, threatened breach or repudiation by any party thereto, by promptly commencing and diligently pursuing all actions and proceedings (including seeking specific performance and injunctive relief) necessary to cause the Project Vulcan Closing to occur in accordance with this Section*** 8.21*. Notwithstanding the foregoing, Buyer and its Affiliates shall have the right to terminate the Project Vulcan Transaction Agreement in accordance with its terms at any time following the valid termination of this Agreement or if Buyer determines in good faith that the conditions to the Project Vulcan Closing are incapable of being satisfied on or prior to the Termination Date and provides written notice of such event at least five Business Days prior to such termination.

(c) Buyer shall (i) deliver to the Company true, correct and complete copies of the Project Vulcan Transaction Agreement and the Equity Commitment Letter and of each amendment, supplement, modification, consent or waiver thereto promptly (and in any event within two (2) Business Days) following execution or delivery thereof (which may be redacted to remove, upon advice of Buyer’s outside antitrust counsel, competitively sensitive information); (ii) give the Company prompt (and in any event within two (2) Business Days) written notice of the termination of the Project Vulcan Transaction Agreement and any written notice delivered or received by Buyer or any of its Affiliates of any known breach, threatened breach or any written allegation of breach thereof or repudiation thereunder that would reasonably be expected to prevent, materially impair or materially delay the Project Vulcan Closing; and (iii) otherwise keep the Company reasonably informed of the status of the Project Vulcan Transactions upon the Company’s reasonable written request.

8.22 Third-Party Consents.The Sellers, the Blocker and the Company shall, and the Company shall cause the Company Subsidiaries to, use commercially reasonable efforts to seek to obtain the consents, filings, notices, approvals, or waivers with respect to Material Contracts set forth on Schedule 8.22 of the Company Disclosure Schedules (and, upon the reasonable request of the Company, Buyer shall, and shall cause its Affiliates to, reasonably cooperate with the Company in connection therewith), and shall keep Buyer reasonably informed of the status thereof; provided that (i) obtaining any such consents, filings, notices, approvals, or waivers shall not be deemed to be conditions to the obligations of the Parties to consummate the Transactions and (ii) none of the Sellers, the Blocker or any Acquired Company shall be required to pay any fees (other than in respect of the SCF Contracts set forth on Schedule 8.22 of the Company Disclosure Schedules), make any concessions, amend any Material Contract or otherwise commence proceedings against any counterparty to any Material Contract in connection with such party’s obligations pursuant to this Section*** 8.22*.

8.23 Specified Contract. Prior to the Closing, the Company shall use best efforts to cause Trivium Packaging Netherlands B.V. to, at its option (and in its sole discretion), take the actions set forth on Schedule 8.23(a) of the Company Disclosure Schedules, and the Company shall take the actions set forth on Schedule 8.23(b) of the Company Disclosure Schedules.

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8.24 Related Party Arrangements; Intercompany Accounts.

(a) Effective as of the Closing, the Sellers shall cause to be terminated and cancelled, without any cost, liability or continuing obligation to Buyer, the Blocker or any Acquired Company, all Related Party Arrangements (including any management, monitoring, advisory or similar fee arrangements and any shared-services arrangements) between any Acquired Company or the Blocker, on the one hand, and any Seller or any of their respective Affiliates (other than the Acquired Companies and the Blocker), on the other hand, in each case as set forth on Schedule 8.24 of the Company Disclosure Schedules.

(b) Prior to the Closing, the Intercompany Accounts, other than those set forth on Schedule 8.24(b) of the Company Disclosure Schedules (the “Surviving Intercompany Accounts”), shall be settled in full in cash or otherwise eliminated, effective no later than immediately prior to the Closing; provided that (i) no such Intercompany Accounts owed to the Blocker or any Acquired Company shall be waived, forgiven, discounted or released, (ii) all Taxes and other liabilities incurred by the Blocker or any Acquired Company in connection with such settlement or elimination shall be for the account of the Sellers and, to the extent not reimbursed in cash prior to the Closing, shall constitute Leakage, and (iii) any amounts paid by the Blocker or any Acquired Company to any Seller or any of its Affiliates pursuant to this Section*** 8.24(b)* shall constitute Permitted Leakage only to the extent of the amount of the applicable Intercompany Account set forth on Schedule 6.23(c) of the Company Disclosure Schedules (as increased or decreased in the Ordinary Course of Business through the Closing).

8.25 Redemption; Voting Agreements.

(a) Buyer and the Sellers shall negotiate in good faith and use their respective reasonable best efforts to agree the form of the Redemption Agreement as promptly as practicable following the Put Option Date and in any event no later than ten (10) Business Days prior to the Closing Date. The Sellers shall deliver to Buyer drafts of all resolutions, notarial deeds, notices, consents and other documents to be executed in connection with the Redemption reasonably in advance of their execution and shall consider in good faith Buyer’s reasonable comments thereon.

(b) The Sellers shall, at the Sellers’ sole cost and expense, cause the Redemption to be consummated contemporaneously with the Closing in accordance with the Redemption Agreement, including by exercising, or causing their Affiliates to exercise, any call, purchase or transfer rights under the Voting Agreements and by delivering, or causing to be delivered, all consents, waivers and approvals required under the Voting Agreements or otherwise in connection with the Redemption, such that, immediately following the Closing, neither the Firmoront Blocker Seller nor any of its Affiliates (other than Buyer and its Subsidiaries) holds any Equity Securities of, or any right to acquire any Equity Securities of, the Blocker or any Acquired Company. Effective upon the consummation of the Redemption, the Sellers shall cause each Voting Agreement (and each proxy and power of attorney granted thereunder) to be terminated without any cost, Tax, liability or continuing obligation to Buyer, the Blocker or any Acquired Company.

8.26 Specified Projects. Prior to the Closing, the Acquired Companies may continue to implement, carry out and complete the Scheduled Specified Projects in accordance with the scope, timeline and Specified Project Budget set forth on Schedule 1.1(g) of the Company Disclosure Schedules and Schedule 6.26(a) of the Company Disclosure Schedules. The Company shall keep Buyer reasonably informed of the status of the Specified Projects, including, to the extent requested in writing by Buyer, monthly updates on the Specified Project Costs as compared to the Specified Project Budget. The Acquired Companies may pay or incur Specified Project

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Costs up to the Specified Project Cap without the consent of Buyer. If the Company reasonably determines that the aggregate Specified Project Costs will exceed the Specified Project Cap, the Company shall promptly (and in all events, prior to paying or incurring Specified Project Costs in excess of the Specified Project Cap) deliver to Buyer a written request for Buyer’s consent (not to be unreasonably withheld, conditioned or delayed) to the Acquired Companies continuing to implement the applicable Specified Project and paying or incurring Specified Project Costs in excess of the Specified Project Cap, which request shall set forth in reasonable detail the Company’s then-current good faith estimate of the aggregate Specified Project Costs and the reasons for the anticipated excess; provided that Buyer shall be deemed to have consented to such request if Buyer does not object in writing within five (5) Business Days from the date on which such request is delivered to Buyer. If Buyer objects in writing to a request delivered pursuant to this Section*** 8.26*, the Company may, in its sole discretion, elect either (a) to continue to implement any or all of the Scheduled Specified Projects, in which case the Specified Project Costs in excess of the Specified Project Cap paid or incurred following such objection shall constitute Unapproved Specified Project Expenses, or (b) to suspend, wind down or terminate any or all of the Scheduled Specified Projects, in whole or in part, in which case (i) no Specified Project Termination Costs shall constitute Unapproved Specified Project Expenses or Leakage or be taken into account in determining whether the Specified Project Cap has been exceeded and (ii) no such suspension, wind-down or termination, and no failure to complete any Scheduled Specified Project or to realize any anticipated savings or other benefits thereof, shall constitute a breach of this Agreement; provided that the Company shall, and shall cause the other Acquired Companies to, use commercially reasonable efforts to minimize the Specified Project Termination Costs in connection with any such suspension, wind-down or termination contemplated in clause (b).

8.27 Releases. The Company (and, with respect to the individuals set forth on Schedule 8.27(c), the Exal Seller) shall use commercially reasonable efforts to obtain releases, in form and substance reasonably acceptable to Buyer, duly executed by the Company and each individual set forth on Schedule 8.27(a), Schedule 8.27(b) and Schedule 8.27(c) of the Company Disclosure Schedules; provided that with respect to the individuals listed in Schedule 8.27(b) and* Schedule 8.27(c)* of the Company Disclosure Schedules, the Company and the Exal Seller (as applicable) shall be deemed to have satisfied the efforts standard of this Section*** 8.27* if the Company or the Exal Seller (as applicable) delivers a form release to each such individual, requests each such individual’s execution prior to the Closing and delivers any executed copies thereof to Buyer at or prior to the Closing.

8.28 Buyer Joinder. Buyer shall cause MIHBV to execute and deliver to the Sellers, only after MIHBV becomes a Subsidiary of Buyer and immediately prior to the Closing, a deed of adherence in the form reasonably acceptable to Buyer and the Sellers (the “Buyer Joinder”), pursuant to which MIHBV shall accede to this Agreement as a Buyer with effect from the date of such Buyer Joinder. Upon such accession, (a) all references in this Agreement to “Buyer” shall be read as references to Silgan Metal Packaging LLC and MIHBV, acting jointly and severally, (b) MIHBV shall be deemed to make the representations and warranties set forth in Article VII as of the date of the Buyer Joinder and as of the Closing Date, mutatis mutandis, and (c) MIHBV shall acquire the Shares and perform the obligations of Buyer at Closing, with Silgan Metal Packaging LLC remaining liable as principal obligor for the due and punctual performance of all obligations of Buyer under this Agreement. The Sellers hereby irrevocably consent to such accession, which shall not constitute an assignment or amendment requiring consent under Section*** 11.6*, and shall execute such counterpart of the Buyer Joinder as MIHBV may reasonably request.

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**ARTICLE IX **

**CONDITIONS TO CLOSING **

9.1 *Conditions Precedent to Obligations of Buyer, the Company and *the Sellers.The respective obligations of Buyer, the Sellers and the Company to consummate the Transactions are subject to the satisfaction, on or prior to the Closing, of each of the following conditions:

(a) There shall not be in effect any Order by a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions;

(b) The waiting period applicable to the Transactions under the HSR Act shall have expired or early termination, if available, shall have been granted and any other approvals, clearances or expirations of waiting periods applicable to the Transactions under the Antitrust Laws or the Foreign Investment Laws set forth on Schedule 8.3(a) of the Company Disclosure Schedules shall have been obtained; and

(c) All of the conditions to closing set forth in the Project Vulcan Transaction Agreement shall have been satisfied or waived (other than (i) any condition thereunder requiring that the conditions set forth in this Agreement shall have been satisfied or waived and (ii) any condition that by its terms is to be satisfied at the Project Vulcan Closing, but subject to each such condition being capable of being satisfied as of the Closing).

9.2 Conditions Precedent to Obligations of Buyer.

The obligation of Buyer to consummate the Transactions is subject to the satisfaction, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by Buyer in whole or in part to the extent permitted by applicable Law):

(a) The representations and warranties regarding the Sellers set forth in Article IV, the representations and warranties regarding the Blocker set forth in Article V and the representations and warranties regarding the Acquired Companies set forth in Article VI (in each case, other than the Seller Fundamental Representations, the Blocker Fundamental Representations and the Company Fundamental Representations) shall be true and correct (without giving effect to any “materiality”, “Material Adverse Effect” or similar qualifiers contained in any of such representations and warranties) as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date), except where the failure of such representations and warranties to be so true and correct does not have and would not have a Material Adverse Effect as of the Closing;

(b) The Seller Fundamental Representations shall be true and correct in all material respects, except with respect to the representations and warranties set forth in Section*** 4.6*, which shall be true and correct in all respects, in each case for the Seller Fundamental Representations, as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date);

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(c) The Blocker Fundamental Representations shall be true and correct in all material respects, except with respect to the representations and warranties set forth in (i)* Section**** 5.3(a), which shall be true and correct in all respects, except any inaccuracies that are de minimis and (ii) Section**** 5.10*, which shall be true and correct in all respects, in each case for the Blocker Fundamental Representations, as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date);

(d) The Company Fundamental Representations shall be true and correct in all material respects, except with respect to the representations and warranties set forth in (i)* Section**** 6.4(a)* and the first sentence of Section*** 6.5(a), which shall be true and correct in all respects, except any inaccuracies that are de minimis and (ii) Section**** 6.22*, which shall be true and correct in all respects, in each case for the Company Fundamental Representations, as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date);

(e) The Redemption shall contemporaneously be consummated in accordance with the terms of the Redemption Agreement and Section*** 8.25*;

(f) No Material Adverse Effect shall have occurred since the Put Option Date and remains ongoing;

(g) Except as otherwise provided in Section*** 8.13* hereof, the Sellers, the Blocker and the Company shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by such Person on or prior to the Closing.

If the Closing occurs, all closing conditions set forth in this Section*** 9.2* which have not been fully satisfied as of the Closing shall be deemed to have been fully waived. Notwithstanding anything to the contrary in this Agreement, the failure to deliver the certificate described in Section*** 2.3(a)(viii)* shall not constitute a breach of this Agreement or a failure of any condition set forth in Article IX or give rise to any right to terminate this Agreement or to delay the Closing.

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9.3 *Conditions Precedent to Obligations of the Sellers, the Blocker and the *Company.The obligations of the Sellers, the Blocker and the Company to consummate the Transactions are subject to the satisfaction, on or prior to the Closing, of each of the following conditions (any or all of which may be waived by the Seller Representative in whole or in part to the extent permitted by applicable Law):

(a) The representations and warranties of Buyer set forth in Article VII (other than the Buyer Fundamental Representations) shall be true and correct (without giving effect to any “materiality”, “material adverse effect”, or similar qualifiers contained in any of such representations and warranties) as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date), except where the failure of such representations and warranties to be so true and correct would not (i) have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement or (ii) otherwise prevent, materially impair or materially delay the consummation of the Transactions;

(b) The Buyer Fundamental Representations shall be true and correct in all material respects, as of the Put Option Date and as of the Closing Date as if made on and as of both such dates (except to the extent that any such representation or warranty, by its terms, is expressly limited to a specific date, in which case, as of such specific date); and

(c) Buyer shall have performed and complied in all material respects with all obligations and agreements required by this Agreement to be performed or complied with by Buyer on or prior to the Closing.

9.4 Frustration of Closing Conditions.None of the Sellers, the Blocker, the Company or Buyer may rely, either as a basis for not consummating the Transactions or for terminating this Agreement and abandoning the Transactions, on the failure of any condition set forth in Sections*** 9.1*, 9.2, or 9.3, as the case may be, to be satisfied if such failure was caused by any breach of a covenant, agreement, representation, or warranty of this Agreement by such Party (including any Buyer Related Party in the case of Buyer).

**ARTICLE X **

**TERMINATION **

10.1 Termination of Agreement.This Agreement may be terminated prior to the Closing as follows:

(a) by mutual written consent of the Company and Buyer;

(b) by the Company or Buyer, by written notice to the other Party, if:

(i) the Closing has not occurred by the close of business on or before October 14, 2027 (the “Initial Termination Date”); provided that if the conditions set forth in Section*** 9.1* shall not have been satisfied by the Initial Termination Date, but all other conditions to the Closing (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) have been satisfied or validly waived, then the Initial Termination Date shall be automatically extended to April 12, 2028 (the “Extended Termination Date” and together with the Initial Termination Date, as applicable, the “Termination Date”); provided, further, that the right to terminate this Agreement pursuant to this Section*** 10.1(b)(i)* shall not be available to (A) the Company if any of the Sellers, the Blocker or the Company is in breach in any material respect of any of their respective obligations hereunder and such breach has resulted in the Closing not having been effected as of the Termination Date, or (B) Buyer if Buyer is in breach in any material respect of any of its obligations hereunder and such breach has resulted in the Closing not having been effected as of the Termination Date; or

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(ii) there shall be in effect a final non-appealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Transactions; provided, however, that the right to terminate this Agreement under this Section*** 10.1(b)(ii)* shall not be available to a Party if such Order was primarily due to the failure of such Party to perform any of its obligations under this Agreement;

(c) by the Company, by written notice to Buyer, if there shall have been a breach by Buyer of any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section*** 9.3* and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (i) thirty (30) Business Days after providing written notice of such breach to Buyer and (ii) the applicable Termination Date; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section*** 10.1(c)* if the Sellers, the Blocker or the Company are then in breach of this Agreement and such breach would result in the failure of any of the conditions set forth in Section*** 9.1* or Section*** 9.2*;

(d) by the Company, by written notice to Buyer, if (i) all of the conditions in Sections*** 9.1* and 9.2 have been satisfied or waived (other than those that by their nature are to be satisfied at the Closing), (ii) the Sellers have confirmed by written notice to Buyer that the Sellers, the Blocker and the Company are ready, willing, and able to consummate the Transactions, and (iii) Buyer fails to consummate the Transactions within two (2) Business Days following the date the Closing is required to occur in accordance with Section*** 2.2*;

(e) by Buyer, by written notice to the Company, if there shall have been a breach by the Sellers, the Blocker or the Company of any of their respective representations, warranties, covenants or agreements contained in this Agreement, which breach would result in the failure to satisfy one or more of the conditions set forth in Section*** 9.2*, and in any such case such breach shall be incapable of being cured or, if capable of being cured, shall not have been cured prior to the earlier of (i) thirty (30) Business Days after providing written notice of such breach to the Company and (ii) the applicable Termination Date; provided that Buyer shall not have the right to terminate this Agreement pursuant to this Section*** 10.1(e)* if Buyer is then in breach of this Agreement and such breach would result in the failure of any of the conditions set forth in Section*** 9.1* or Section*** 9.3*; or

(f) by Buyer or the Company, by written notice to the other Party, if the Project Vulcan Transaction Agreement shall have been validly terminated in accordance with its terms.

In the event of any termination by any Party pursuant to Section*** 10.1* hereof, written notice thereof shall forthwith be given to the other Party or Parties, which written notice shall specify the provision or provisions hereof pursuant to which such termination is being effected, and this Agreement shall terminate (subject to the provisions of Section*** 10.2*), and the Transactions shall be abandoned, without further action by any Party. Notwithstanding anything else contained in this Agreement, the right to terminate this Agreement under* Section**** 10.1* shall not be available to a Party if such Party is then in material breach of its obligations hereunder and such breach has been the primary cause of the failure to satisfy any condition to the obligations of the Parties hereunder.

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10.2 Effect of Termination. In the event that this Agreement is validly terminated in accordance with Section*** 10.1*, this Agreement shall immediately become null and void and the Parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to any Party; provided that (a) no such termination shall relieve any Party from liability for any Fraud or any Willful Breach prior to the effective date of termination, as applicable, and the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the Transactions, in each case, as determined by a final, non-appealable Order or judgment of a court of competent jurisdiction or a written settlement agreement entered into between the Parties; provided that (i) in no event, other than in the case of Fraud, shall the aggregate liability of Buyer for any breach of this Agreement (including Willful Breach) prior to the Closing exceed an amount equal to $100,000,000 plus the Company Enforcement Expenses (if applicable and subject to the Enforcement Cap) and any amounts payable under Section*** 8.11(d)* (such amount, the “Buyer Damages Cap”), and (ii) in no event, other than in the case of Fraud, shall the aggregate liability of the Company, the Blocker and the Sellers for any breach of this Agreement (including Willful Breach) prior to the Closing exceed an amount equal to $100,000,000 plus the Buyer Enforcement Expenses (if applicable and subject to the Enforcement Cap) (such amount, the “Seller Damages Cap”), and (b) the Confidentiality Agreements and the provisions of Section*** 8.5*, Section*** 8.7*, this Section*** 10.2*, Section*** 10.3* and Article XI (and any related definitional provisions set forth in Article I) shall survive any such termination and remain valid and binding obligations of each of the Parties. In no event shall the Sellers, the Company, the Blocker or any other Persons be entitled to receive (I) both (x) the applicable Buyer Termination Fee and (y) monetary damages in respect of any breach of this Agreement by Buyer (subject to the Buyer Damages Cap) or (II) both the Buyer Voyage Termination Fee and the Buyer Vulcan Termination Fee.

10.3 Fees and Expenses Following Termination.

(a) If this Agreement is terminated:

(i) (A) by the Company pursuant to Section*** 10.1(c)* or Section*** 10.1(d)* or (B) by the Company or Buyer pursuant to Section*** 10.1(b)* or Section*** 10.1(f)* if at the time of, or prior to, such termination, the Company would have been entitled to terminate this Agreement pursuant to Section*** 10.1(c)* or Section*** 10.1(d)*, then Buyer shall pay, or cause to be paid, to the Company an amount equal to $40,000,000 (such payment, the “Buyer Voyage Termination Fee”); or

(ii) (A) by Buyer or the Company pursuant to Section*** 10.1(f), other than where, at the time the Project Vulcan Transaction Agreement was terminated, any condition set forth in Section** 9.1(a)* or Section*** 9.1(b)* was not satisfied or waived and is incapable of being satisfied on or prior to the Termination Date, or (B) by Buyer or the Company pursuant to Section*** 10.1(b)(i)* if, and only if, at such time, (x) the condition set forth in Section*** 9.1(c)* has not been satisfied and (y) each of the conditions set forth in Section*** 9.1*

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and Section*** 9.2* has been satisfied or waived or remains capable of being satisfied on or prior to the Termination Date (other than Section*** 9.1(c)* and those conditions that by their nature are to be satisfied at the Closing), then, subject to the terms of the final paragraph of this Section*** 10.3(a),* Buyer shall pay, or cause to be paid, to the Company an amount equal to $75,000,000 (such payment, the “Buyer Vulcan Termination Fee” and together with the Buyer Voyage Termination Fee, the “Buyer Termination Fees” and each, a “Buyer Termination Fee”).

Such payment shall be made by wire transfer of immediately available funds to an account or accounts designated by the Seller Representative within two (2) Business Days of Buyer’s receipt of the notice of such termination; provided that in no event shall the Buyer Vulcan Termination Fee be payable if (i) the failure of the condition in Section*** 9.1(c)* or the termination of the Project Vulcan Transaction Agreement, as applicable, resulted from the occurrence of a MetalCo Material Adverse Effect (including, for the avoidance of doubt, a failure of any condition in Sections 8.2(a), 8.2(e), 8.4(a) or 8.4(e), in each case, of the Project Vulcan Transaction Agreement to have been satisfied or waived) or (ii) at the time of such termination, any Order by a Governmental Body of competent jurisdiction is in effect restraining, enjoining or otherwise prohibiting the consummation of the Transactions. The applicable Buyer Termination Fee shall be payable when due in accordance with this Section*** 10.3(a)*, without setoff, counterclaim, recoupment, defense, withholding or deduction, and Buyer shall not be entitled to withhold or delay payment based on the existence or potential existence of facts that might support a claim for Fraud or Willful Breach. If both the Buyer Voyage Termination Fee and the Buyer Vulcan Termination Fee would otherwise be payable in respect of a termination of this Agreement, only the Buyer Vulcan Termination Fee shall be payable.

(b) The Parties acknowledge and agree that (i) the fees and other provisions of this Section*** 10.3* are an integral part of the Transactions, (ii) each Buyer Termination Fee shall constitute liquidated damages and not a penalty and (iii) without these agreements, the Parties would not enter into this Agreement. If (x) Buyer fails to timely pay any Buyer Termination Fee when due pursuant to Section*** 10.3(a)* or (y) the Company brings an action for specific performance pursuant to Section*** 11.13*, and a court rules that Buyer breached this Agreement in connection with its failure to effect the Closing in accordance with Section*** 2.2*, but such court declines to enforce specifically the obligations of Buyer to effect the Closing in accordance with Section*** 2.2*, then Buyer shall also pay any costs and expenses (including attorneys’ fees) incurred by the Company in connection with any Legal Proceeding to enforce this Agreement that leads to a judgment against Buyer for such amount and all such actions to collect such costs and expenses (the “Company Enforcement Expenses”). If Buyer commences a Legal Proceeding against the Sellers, the Blocker or the Company in accordance with Section*** 11.13* that results in a judgment for monetary damages against the Sellers, the Blocker or the Company, the Company shall also pay any costs and expenses (including attorneys’ fees) incurred by Buyer in connection with such Legal Proceeding (the “Buyer Enforcement Expenses”). In no event will the Company Enforcement Expenses, on the one hand, or the Buyer Enforcement Expenses, on the other hand, exceed, in the aggregate, $3,000,000 (the “Enforcement Cap”).

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(c) In addition to the Company Enforcement Expenses, if Buyer fails to pay any Buyer Termination Fee when due, such fee shall accrue interest for the period commencing on the date such fee or other amount became past due through the date such fee is actually paid, at a rate equal to the Interest Rate, which amount shall be payable in addition to such Buyer Termination Fee and the Company Enforcement Expenses (and not subject to the Enforcement Cap).

(d) Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section*** 10.2*, Section*** 11.13* and this Section*** 10.3(d), each of the Parties expressly acknowledges and agrees that, other than in the case of Fraud or Willful Breach of this Agreement by Buyer, the Company’s right to receive payment of the applicable Buyer Termination Fee pursuant to Section** 10.3(a), any Company Enforcement Expenses (subject to the Enforcement Cap) and any amounts payable under Section** 10.3(c)* and Section*** 8.11(d)* shall constitute the sole and exclusive monetary remedy of the Company, the Sellers and their respective Affiliates against the Buyer Related Parties and the Debt Financing Sources for all losses and damages in respect of this Agreement or the Transactions, and upon payment of the applicable Buyer Termination Fee to the Company pursuant to Section*** 10.3(a), none of the Buyer Related Parties shall have any further liability or obligation to the Company, the Sellers or any of their respective Affiliates relating to or arising out of this Agreement or the Transactions (except that Buyer shall continue to be obligated to the Company or the Sellers for the Company Enforcement Expenses (if any) (subject to the Enforcement Cap), amounts payable under Section** 10.3(c)* and any of its expense reimbursement and indemnification obligations contained in Section*** 8.11(d)), all of which shall survive any termination of this Agreement and remain due and payable in accordance with their respective terms; provided that the right of the Company and the Sellers to pursue damages for Willful Breach by Buyer shall be in lieu of, and not in addition to, the right to receive a Buyer Termination Fee, such that (x) if the Company or the Sellers (acting jointly) commence any Legal Proceeding seeking monetary damages in respect of any Willful Breach by Buyer, Buyer shall have no obligation to pay a Buyer Termination Fee (and to the extent already paid, the Company shall promptly repay to Buyer the applicable Buyer Termination Fee (together with any interest paid under Section** 10.3(c)* in respect thereof, but excluding, for the avoidance of doubt, any Company Enforcement Expenses)) upon the earlier to occur of (1) the filing by the Company, with a court of competent jurisdiction, of a complaint asserting a claim for monetary damages in respect of a Willful Breach by Buyer and (2) the delivery by the Company to Buyer of a written notice expressly electing to pursue monetary damages in respect of a Willful Breach by Buyer in lieu of a Buyer Termination Fee, and (y) if the Company has not delivered such a notice or filed such a complaint on or prior to the date that is 90 days following the date of termination of this Agreement (or, if later, 90 days following the Company’s receipt of the applicable Buyer Termination Fee), the Company, the Sellers and their respective Affiliates shall be deemed to have irrevocably elected to receive the applicable Buyer Termination Fee and to have waived and released any and all claims against the Buyer Related Parties in respect of any Willful Breach by Buyer. Notwithstanding the foregoing, but subject to Section*** 11.13*, the Sellers and the Company shall also have the right to pursue their rights under the Limited Guarantees and Equity Commitment Letter in accordance with Section*** 11.13*. For the avoidance of doubt, none of (A) seeking or obtaining specific performance, an injunction or other equitable relief, (B) enforcing Buyer’s obligations under this Agreement, the Equity Commitment Letter or any Limited Guarantee, or (C) commencing or maintaining a Legal Proceeding solely to collect an applicable Buyer Termination Fee, Company Enforcement Expenses or interest shall discharge Buyer’s obligation to pay a Buyer Termination Fee or require the Company to repay a Buyer Termination Fee.

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**ARTICLE XI **

**MISCELLANEOUS **

11.1 Survival.The Parties, intending to modify any applicable statute of limitations, agree that, except in the case of Fraud, (a) (i) the representations and warranties of the Company, the Blocker or the Sellers contained in this Agreement or any of the other Transaction Documents (including any certificate to be delivered pursuant to this Agreement) and (ii) the covenants and agreements of any Party set forth herein that require performance by such Party at or before the Closing shall, in each of (i) and (ii), terminate effective as of the Closing without the need for any further action by any Person and shall not survive the Closing for any purpose whatsoever, and thereafter none of the Parties or any of their respective Affiliates or any of their respective Representatives shall have any liability or obligation whatsoever with respect to any such representation, warranty, covenant or agreement, and no claim for breach of any such representation or warranty, detrimental reliance or other right or remedy (whether in contract, in tort or at law or in equity) may be brought after the Closing with respect thereto, and (b) unless otherwise indicated, the covenants and agreements set forth in this Agreement which by their terms are required to be performed after the Closing shall survive the Closing in accordance with their respective terms, if any, until such covenants or agreements have been fully performed or satisfied. This Article XI (and any corresponding definitions set forth in Article I) shall continue and survive the Closing until all obligations with respect thereto shall have been performed or satisfied or have been terminated in accordance with their terms (or if no period for performance is specified herein, they shall continue and survive indefinitely). Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement, including the limitations on survival set forth in this Section*** 11.1* shall limit the rights of Buyer or any Affiliate thereof under the R&W Insurance Policy, which shall be solely governed by the rights as set forth thereunder. For the avoidance of doubt, the provisions of this Section*** 11.1* will not prevent or limit a cause of action under Section*** 11.13* to obtain an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof.

11.2 Expenses.Whether or not the Transactions are consummated, and except as otherwise provided in this Agreement, each Party will bear its respective fees, costs and expenses incurred in connection with the preparation, negotiation, execution and performance of this Agreement or the Transactions (including legal, accounting and other professional fees); provided that any fees, costs and expenses incurred by the Sellers or their Affiliates in connection with the negotiation, execution and performance of this Agreement and the Transactions that are borne by the Blocker or any Acquired Company shall constitute Company Transaction Expenses and shall reduce the Estimated Consideration or Final Consideration, as applicable, in accordance with this Agreement. Without limiting the foregoing, Buyer shall pay, and be solely responsible for, (a) Transaction-related fees and expenses of Buyer and any of its Affiliates, (b) fifty percent (50%) of any fees and expenses associated with obtaining the D&O Insurance Policy pursuant to Section*** 8.6*, (c) fifty percent (50%) of all filing fees payable under the HSR Act and any other Antitrust Laws or Foreign Investment Laws, (d) fifty percent (50%) of any Transfer Taxes and (e) any fees and expenses associated with acquiring any R&W Insurance Policy (the items in clauses (a) through (e), collectively, the “Buyer Expenses”). The remaining fifty percent (50%) of the fees and expenses described in clauses (b), (c) and (d) of the immediately preceding sentence shall be borne by the Sellers as Company Transaction Expenses. Notwithstanding the foregoing, if any

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Party obtains an injunction, a decree or Order of specific performance or other remedy, the other Party (other than an Affiliate of such Party) shall reimburse such Party for all out-of-pocket expenses (including all fees and expenses of counsel, accountants, financial advisors, experts and consultants) incurred by or on behalf of such Party or any Affiliate of such Party in connection with obtaining such injunction, a decree or Order of specific performance or other remedy, subject to the Enforcement Cap (applied as if such expenses were Company Enforcement Expenses or Buyer Enforcement Expenses, as the case may be).

11.3 Notary and Notarial Fees.The Sellers and Buyer are aware that the Notary holds office with Lexence N.V. and hereby acknowledge that they have been informed of the existence of the Ordinance Containing Rules of Professional Conduct and Ethics (Verordening* beroeps- en gedragsregels*) of the Royal Professional Organisation of Civil Law Notaries (*Koninklijke Notariële** *Beroepsorganisatie) and explicitly agree and acknowledge that: (a) Lexence N.V. may advise and act on behalf of the Sellers with respect to the Transactions, the Notarial Transfer Deeds and any agreements or any disputes related to or resulting from the Transactions, the Notarial Transfer Deeds and any agreements or any disputes related thereto; and (b) the Notary shall execute the Notarial Transfer Deeds pursuant to which the Shares will be transferred and the Notary will act as civil law notary on behalf of the Sellers (partijnotaris). Lexence N.V. shall be responsible for arranging the payment of all such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with such payment; provided, for the avoidance of doubt, that all notarial fees and all registration, stamp and transfer taxes and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable as a result of the Transactions shall be considered Transfer Taxes hereunder.

11.4 Governing Law; Jurisdiction; Consent to Service of Process; Waiver of Jury.

(a) This Agreement and all Related Claims shall be governed by, and construed and enforced in accordance with, the internal Laws of the State of Delaware, including its statute of limitations, without regard to any borrowing statute that would result in the application of the statutes of limitations or repose of any other jurisdiction. In furtherance of the foregoing, the Laws of the State of Delaware will control even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive or procedural Law of some other jurisdiction would ordinarily or necessarily apply.

(b) Subject to the provisions of Section*** 11.17*, all Legal Proceedings arising out of or relating to this Agreement, the negotiation, validity, performance, enforcement or interpretation of this Agreement or the Transactions shall be filed and resolved in the Delaware Court of Chancery, or in the absence of jurisdiction over such particular matter in the Delaware Court of Chancery, the United States District Court for the District of Delaware, or in the absence of jurisdiction over such particular matter in such federal court, the Delaware Superior Court (and in each case, the appropriate Delaware appellate court or federal appellate court) and each of the Parties hereby irrevocably submits to the exclusive jurisdiction of such court over all Related Claims and the Parties hereby irrevocably agree that all Related Claims shall be heard and determined in such court. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Law, any objection that they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. The Parties agree that a final judgment with respect to any such Related Claim shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

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(c) Each of the Parties hereby consents to process being served by any Party in any Legal Proceeding by the delivery of a copy thereof (other than by e-mail) in accordance with the provisions of Section*** 11.7*.

(d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED CLAIM IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUCH LEGAL PROCEEDING OR RELATED CLAIM. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH LEGAL PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION*** 11.4(D)*.

11.5 Entire Agreement.

(a) This Agreement (including the Company Disclosure Schedules and any other Schedules and Exhibits hereto), the other Transaction Documents, the Confidentiality Agreements, and each other agreement, document, instrument or certificate contemplated hereby, executed or to be executed in connection with the Transactions (collectively, the “Specified Documents”), represent the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof, and supersede all prior and contemporaneous agreements, discussions, negotiations, correspondence, communications, undertakings and understandings among the Parties with respect to the Transactions. The Parties have voluntarily agreed to define their rights, liabilities and obligations with respect to the Transactions exclusively in contract pursuant to the express terms and provisions of this Agreement and the other Specified Documents, and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement or the other Specified Documents. Furthermore, the Parties each hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s**-**length negotiations; the Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of ordinary parties in an arm’s-length transaction.

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(b) The sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the Transactions shall be those remedies available at law or in equity for breach of contract against the Parties to this Agreement only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement), and the Parties hereby agree that no Party shall have any remedies or causes of action (whether in contract, tort, statute or otherwise) for any statements, communications, disclosures, failures to disclose, representations or warranties not explicitly set forth in this Agreement.

(c) The Parties intend for the R&W Insurance Policy (if obtained) to be the sole and exclusive remedy (other than in the case of Fraud) in respect of any losses and damages incurred by Buyer and its Affiliates and their respective Representatives, successors, and assigns arising out of inaccuracies or breaches of any Express Representations. For the avoidance of doubt, whether or not an R&W Insurance Policy is obtained, none of the Sellers, the Company or any of their respective Affiliates shall have any liability to Buyer or any of its Affiliates in respect of any inaccuracy or breach of any Express Representation, other than in the case of Fraud.

11.6 Amendments and Waivers.This Agreement may not be amended except by an instrument in writing signed by Buyer, the Company, the Blocker and the Sellers. No waiver by any Party of any provision of this Agreement or any breach of this Agreement hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

11.7 Notices.All notices, requests, instructions, demands and other communications under this Agreement shall be in writing and shall be deemed given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by e-mail (provided non-automated confirmation of email receipt is obtained) on the date of such transmission or (c) when received by the addressee if sent by nationally recognized overnight delivery service (with written confirmation of receipt), in each case, at the following addresses (or to such other address as a Party may have specified by notice given to the other Party pursuant to this provision) (provided that all notices and other communications shall be sent by e-mail even if another method of delivery is also used):

If to the Company or the Blocker (prior to the Closing) to:

c/o Ontario Teachers’ Pension Plan Board

160 Front Street West, Suite 3200

Toronto, Ontario, M5J 0G4

Attention: Ashfaq Qadri; Daniel Zhang and Legal Department

E-mail: Ashfaq_Qadri@otpp.com; Daniel_Zhang@otpp.com;

law_investments@otpp.com

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With a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Timothy F. Burns

E-mail: tburns@paulweiss.com

If to the Seller Representative, to:

c/o Ontario Teachers’ Pension Plan Board

160 Front Street West, Suite 3200

Toronto, Ontario, M5J 0G4

Attention: Ashfaq Qadri; Daniel Zhang and Legal Department

E-mail: Ashfaq_Qadri@otpp.com; Daniel_Zhang@otpp.com;

law_investments@otpp.com

With a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Timothy F. Burns

E-mail: tburns@paulweiss.com

If to the Sellers:

To the address set forth on the Allocation Schedule as set forth next to each respective Seller.

With a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Timothy F. Burns

E-mail: tburns@paulweiss.com

If to Buyer or the Blocker or the Company (after the Closing), to:

c/o Silgan Holdings Inc.

601 Merritt Seven, Floor 1

Norwalk, CT 06851

Attention: Frank W. Hogan, III

E-mail: fhogan@silgan.com

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c/o A-VL Holdco, LP

450 Lexington Ave, 40th Floor

New York, NY 10017

Attention: Eric Baroyan; General Counsel

E-mail: ebaroyan@americanindustrial.com; notices@americanindustrial.com

With a copy (which shall not constitute notice) to:

Sidley Austin LLP

787 7th Ave

New York, NY 10019

Attention: Justin A. Macke; MK (Mee Kyung) Han

E-mail: jmacke@sidley.com; mhan@sidley.com

11.8 Severability.If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the Transactions are consummated as originally contemplated to the greatest extent possible.

11.9 Binding Effect; Assignment.This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by any Party, directly or indirectly (by operation of Law or otherwise), without the prior written consent of the other Parties and any attempted assignment without the required consents shall be void; provided that Buyer may, in its sole discretion, without the consent of any other Parties, assign its rights, interests and obligations hereunder (a) to any Affiliate of Buyer, but must remain liable hereunder, and (b) for collateral security purposes to any lender providing financing to Buyer. No assignment of any obligations hereunder shall relieve the Parties of any such obligations.

11.10 No Third Party Beneficiaries.Except as expressly provided herein, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing in this Agreement, express or implied, shall give or be construed to give any rights, remedies or claims of any nature upon any Person other than the Parties and their respective successors or permitted assigns; provided, however, that the Parties specifically acknowledge and agree that (i) the provisions of Section*** 8.6* are intended to be for the benefit of, and shall be enforceable by, the Indemnitees who are Leakage Parties in their capacities as such; (ii) the provisions of Section*** 8.6(b)* are intended to be for the benefit of, and shall be enforceable by, the Secondary Indemnitors who are Leakage Parties; (iii) the provisions of Section*** 11.11* are intended to be for the benefit of, and shall be enforceable by Paul Weiss and Weil; (iv) the provisions of Section*** 11.17* are intended to be for the benefit of, and shall be enforceable by, the Debt Financing Sources; (v) the provisions of Section*** 11.12* are intended to be for the benefit of, and shall be enforceable by, the Non-Parties; and (vi) the provisions of Section*** 11.14* are intended to be for the benefit of, and shall be enforceable by, the Buyer Released Parties and the Seller Released Parties. All of the Persons identified as third-party beneficiaries in the immediately preceding sentence shall be entitled to enforce such provisions and to avail themselves of the benefits of any remedy for any breach of such provisions, all to the same extent as if such Persons were parties to this Agreement.

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11.11 Legal Representation.

(a) Buyer hereby agrees, on behalf of itself and its Affiliates (including, following the Closing, the Blocker, the Company or any of the Company Subsidiaries) (all such parties, the “Waiving Parties”), that (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP (or any successor) (“Paul Weiss”) and Weil, Gotshal & Manges LLP (or any successor) (“Weil”) may represent (A) any or all of the Sellers or any of their respective Affiliates or their respective directors, members, partners, officers, employees (collectively, the “Seller Group”) or (B) the Seller Representative, in each case, in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, any Transaction Documents or the transactions contemplated hereby or thereby between any of the Waiving Parties, on the one hand, and any member of the Seller Group, on the other hand, notwithstanding its representation of the Blocker, the Company or any of the Company Subsidiaries. Each of Buyer, the Blocker and the Company, on behalf of itself and the Waiving Parties, hereby consents thereto and irrevocably waives (and will not assert) any conflict of interest, breach of duty or any other objection arising therefrom or relating thereto.

(b) Buyer, on behalf of itself and the Waiving Parties, hereby irrevocably acknowledges and agrees that all communications, written or oral, between the Blocker, any of the Acquired Companies, any Person in the Seller Group or the Seller Representative and its counsel currently representing the Sellers, the Blocker and the Acquired Companies in connection with this Agreement, the other Transaction Documents or any other agreements or transactions contemplated hereby, including Paul Weiss and Weil, made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, this Agreement, any Transaction Documents or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Blocker or the Company notwithstanding the purchase and sale of the Shares, and instead survive, remain with and are controlled by the Seller Representative (the “Privileged Communications”), without any waiver thereof.

(c) Buyer, on behalf of itself and the Waiving Parties, hereby further agrees (i) that none of Buyer or any of its Affiliates (including, following the Closing, the Blocker and the Acquired Companies) shall have the right to use any such Privileged Communications whether located in the records or email server of the Blocker or an Acquired Company or otherwise (including in the knowledge of the officers and employees), (ii) not to assert that any privilege has been waived as to the Privileged Communications, whether located in the records or email server of the Blocker or an Acquired Company or otherwise (including in the knowledge of the officers and employees) and (iii) not to take any action that would result in any subsequent waiver of the privilege respecting the Privileged Communications; provided that nothing in this Section*** 11.11* shall prohibit any Acquired Company or the Blocker from retaining, accessing or using any documents or information located in its books and records, email server, files or systems in the ordinary course of business for operational, compliance, regulatory, Tax, financial reporting or other business purposes. Notwithstanding the foregoing, this Section*** 11.11* shall not apply to any dispute or Legal Proceeding involving any Person other than the Seller Group.

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11.12 Non-Recourse.This Agreement may only be enforced against, and any Related Claims may only be made or asserted against (and are expressly limited to) the Persons that are expressly identified as the Parties in the preamble to and signature pages of this Agreement and then solely in their capacities as such and solely with respect to the specific obligations set forth herein with respect to such Person. No Person who is not a named party to this Agreement, including any current, former or future Affiliate or Related Person or Representative of any Party or any current, former, or future Affiliate or Representative of any of the foregoing (such Persons, collectively, but specifically excluding the Parties, “Non-Parties”), shall have or be deemed to have any liability (whether at law or in equity, based upon contract, tort, statute, based upon any theory that seeks to impose liability of any Party against its owners or Affiliates or otherwise) for any obligations or liabilities whatsoever arising under, in connection with or related to this Agreement, the Transactions (or in respect of any oral representations made or alleged to be made in connection therewith) or for any Related Claim and, to the maximum extent permitted by applicable Law, each Party hereby irrevocably disclaims reliance on any such Non-Party and irrevocably waives and releases all such liabilities, obligations and Related Claims against any such Non-Party. Without limiting the rights of any Party against the other Parties as set forth herein, in no event shall any Party, any of its Affiliates or any Person claiming by, through or on behalf of any of them institute any Related Claim against any Non-Party. Notwithstanding anything to the contrary in this Section*** 11.12*, nothing in this Section*** 11.12* shall be deemed to limit any liabilities of the Guarantors to the Company under the Limited Guarantees or of the Equity Financing Source to Buyer under the Equity Commitment Letter or serve as a waiver of any right on the part of Buyer or the Company to initiate any Legal Proceedings permitted pursuant to, and in accordance with, the specific terms of the Limited Guarantees or the Equity Commitment Letter, as applicable.

11.13 Specific Performance.

(a) The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that money damages or legal remedies would not be an adequate remedy for any such damages. Therefore, it is accordingly agreed that prior to the valid termination of this Agreement in accordance with Section*** 10.1*, each Party shall be entitled to seek an injunction or injunctions to prevent or restrain any breach or threatened breach of this Agreement by any other Party and to enforce specifically the terms and provisions of this Agreement, to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of any other Party, in any court of competent jurisdiction. Such remedies shall be in addition to and not in substitution for any other remedy to which such Party is entitled at law or in equity. If, prior to the applicable Termination Date, any Party brings any Legal Proceeding, in each case, in accordance with Section*** 11.4*, to enforce specifically the performance of the terms and provisions hereof by any other Party, the applicable Termination Date shall be automatically extended by (i) the amount of time during which such Legal Proceeding is pending, plus 20 Business Days or (ii) such other time period established by the court presiding over such Legal Proceeding, as the case may be; provided that in no event shall the applicable Termination Date be extended pursuant to this Section*** 11.13(a)* beyond April 12, 2028.

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(b) Each Party hereby (i) agrees not to oppose the granting of an injunction, specific performance or other equitable relief as provided herein on the basis that the other Party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law, equity or otherwise and (ii) waives any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief.

(c) Subject to Section*** 10.3*, the Parties agree that (i) by seeking the remedies provided for in this Section*** 11.13*, no Party shall in any respect waive its right to seek at any time any other form of relief that may be available to it under this Agreement or any other Transaction Document (including monetary damages) in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section*** 11.13* are not available or otherwise are not granted, and (ii) nothing set forth in this Section*** 11.13* shall require any Party to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under this Section*** 11.13* prior to or as a condition to exercising any termination right under Article X, nor shall the commencement of any Legal Proceeding pursuant to this Section*** 11.13* or anything set forth in this Section*** 11.13* restrict or limit any Party’s right to terminate this Agreement in accordance with the terms of Article X or pursue any other remedies under this Agreement or any other Transaction Document that may be available then or thereafter.

(d) Notwithstanding anything in this Agreement to the contrary, the Parties hereby agree that the Company shall be entitled to specific performance of Buyer’s obligations to cause the Equity Financing to be funded and to consummate the Transactions (including via enforcement of the Equity Commitment Letter and Limited Guarantees), and effect the Closing if, and only if, (i) all conditions in Sections*** 9.1* and 9.2 have been satisfied (other than those that, by their nature, are to be satisfied at the Closing) at the time the Closing is required to have occurred pursuant to Section*** 2.2*, (ii) the Debt Financing (including any Replacement Financing that has been obtained in accordance with, and satisfies the conditions of, Section*** 8.10(e)) has been funded in accordance with the terms thereof or will be funded in accordance with the terms thereof at the Closing, and (iii) the Company has confirmed in writing that if specific performance is granted and the Debt Financing (including any Replacement Financing that has been obtained in accordance with, and satisfies the conditions of, Section** 8.10(e)*) is funded, then it would take such actions that are required of it by this Agreement to cause the Closing to occur.

11.14 Release.

(a) Effective as of the Closing Date, except for any rights or obligations under this Agreement or the other Transaction Documents, Buyer on behalf of itself and each of its Affiliates (including, following the Closing, the Acquired Companies and the Blocker) and each of its current, former and future officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Buyer Releasing Parties”), hereby irrevocably and unconditionally waives, releases and forever discharges the Sellers, their respective Affiliates and each of their respective current, former and future officers, directors, employees, partners, members, owners, advisors, successors and assigns (collectively, the “Seller Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Buyer Releasing Parties now have or in the future may have against each of the Seller Released Parties, in each case, in respect of

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any cause, matter or thing relating to the business or operations of the Blocker or the Acquired Companies, the Transactions or the ownership of the Shares by the Seller Released Parties, in each case, occurring or arising on or prior to the Closing Date, but, to the extent applicable, only to the extent that such cause, matter or thing does not otherwise constitute Fraud (including any actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts, covenants, claims and demands for contribution, cost recovery or otherwise arising under the Comprehensive Environmental Response, Compensation, and Liability Act or other Environmental Laws). Buyer, on behalf of itself and each Buyer Releasing Party, covenants and agrees that no Buyer Releasing Party shall assert any such claim against the Seller Released Parties.

(b) Effective as of the Closing Date, except for any rights or obligations under this Agreement or the other Transaction Documents, each Seller on behalf of itself and its current, former and future officers, directors, employees, partners, members, advisors, successors and assigns (collectively, the “Seller Releasing Parties”), hereby irrevocably and unconditionally waives, releases and forever discharges Buyer, the Blocker, the Acquired Companies and their respective Affiliates and each of their respective current, former and future officers, directors, employees, partners, members, owners, advisors, successors and assigns (collectively, the “Buyer Released Parties”) of and from any and all actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts and covenants (whether express or implied), and claims and demands whatsoever whether in law or in equity which the Seller Releasing Parties now have or in the future may have against each of the Buyer Released Parties, in each case, in respect of any cause, matter or thing relating to the business or operations of the Blocker or the Acquired Companies, the Transactions or the ownership of the Shares by the Buyer Released Parties, in each case, occurring or arising on or prior to the Closing Date, but, to the extent applicable, only to the extent that such cause, matter or thing does not otherwise constitute Fraud (including any actions, causes of action, suits, proceedings, executions, judgments, duties, debts, dues, accounts, bonds, contracts, covenants, claims and demands for contribution, cost recovery, or otherwise arising under the Comprehensive Environmental Response, Compensation and Liability Act or other Environmental Laws). Each Seller, on behalf of itself and each Seller Releasing Party, covenants and agrees that no Seller Releasing Party shall assert any such claim against the Buyer Released Parties.

11.15 Counterparts.This Agreement may be executed in one or more counterparts including by means of electronic transmission, such as by electronic mail in “.pdf” form, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

11.16 Seller Representative.

(a) Designation. The Seller Representative is hereby authorized to serve as the representative, agent and attorney-in-fact of each Seller with respect to the matters expressly set forth in this Agreement, the Put Option Agreement, and the other Transaction Documents to be performed by the Seller Representative.

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(b) Authority. Each Seller irrevocably appoints the Seller Representative as the representative, agent, proxy and attorney-in-fact for such Seller for all purposes of this Agreement and any other Transaction Documents, including the full power and authority on such Seller’s behalf to (i) consummate the Transactions, (ii) deduct or hold back any funds which may be payable to any Seller pursuant to the terms of this Agreement in order to pay, or establish a reserve for, any amount which may be payable by such Seller hereunder, (iii) give or receive notice under this Agreement, to execute and deliver on behalf of such Seller any amendment to the terms hereof or grant any waiver, consent or approval by the Sellers under this Agreement, (iv) take all other actions to be taken by or on behalf of such Seller in connection herewith, (v) retain funds for reasonably anticipated expenses and liabilities, and (vi) do each and every act and exercise any and all rights which such Seller or the Sellers collectively are permitted or required to do or exercise in connection with this Agreement and any other Transaction Document. The Seller Representative shall act for the Sellers on all of the matters set forth in this Agreement in the manner the Seller Representative believes to be in the best interest of the Sellers. All decisions and actions by the Seller Representative made in accordance with the authority granted to it hereunder shall be binding upon all of the Sellers, and no Seller shall have the right to object, dissent, protest or otherwise contest the same. For the avoidance of doubt, Buyer shall be entitled to rely on the acts, to the extent authorized hereunder, of the Seller Representative.

(c) Expense Reimbursement and Expense Reserve Holdback Amount.

(i) Each Seller further agrees that he, she or it shall promptly reimburse the Seller Representative for his, her or its Pro Rata Share of any payment obligations, fees or expenses incurred by the Seller Representative in exercising its authority hereunder and taking any actions pursuant to the terms and conditions of this Agreement or the other Transaction Documents; provided that the Seller Representative shall first make payment of such fees and expenses from the Expense Reserve Holdback Amount.

(ii) The Seller Representative will hold the Expense Reserve Holdback Amount in a segregated account with a Federal Deposit Insurance Corporation insured institution in a segregated account separate from the Seller Representative’s corporate funds, and the Seller Representative will not use these funds for its operating expenses or any other corporate purposes and will not voluntarily make these funds available to its creditors in the event of bankruptcy. The Sellers will not receive any interest or earnings on the Expense Reserve Holdback Amount and irrevocably transfer and assign to the Seller Representative any ownership right that they may otherwise have had in any such interest or earnings. The Seller Representative will not be liable for any loss of principal of the Expense Reserve Holdback Amount other than as a result of its fraud, gross negligence or willful misconduct.

(iii) The Expense Reserve Holdback Amount shall be retained by the Seller Representative for such time as the Seller Representative shall determine in its sole discretion. As soon as practicable following the completion of the Seller Representative’s responsibilities, the Seller Representative will deliver the aggregate amount of funds remaining in the Expense Reserve Holdback Account to the Sellers in accordance with their Pro Rata Share.

(iv) For Tax purposes, the Expense Reserve Holdback Amount will be treated as having been received and voluntarily set aside by the Sellers at the time of the Closing.

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(d) Replacement. The Seller Representative may resign at any time. In the event that the Seller Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Sellers (or, if applicable, their respective heirs, legal representatives, successors and assigns) who held a majority of the direct or indirect voting power of the Company shall select another representative to fill such vacancy, and such substituted representative shall be deemed to be the Seller Representative for all purposes of this Agreement.

(e) Exculpation.

(i) The Seller Representative will incur no liability of any kind to any Seller with respect to any action or omission by the Seller Representative in connection with the Seller Representative’s services pursuant to this Agreement and any other Transaction Document while acting in good faith, except to the extent such liability primarily results from the Seller Representative’s Fraud, gross negligence or willful misconduct and the Seller Representative shall not be liable to any Seller for any action or omission pursuant to the advice of outside counsel; provided, for the avoidance of doubt, that the foregoing shall not limit or otherwise affect any liability or obligation of the Seller Representative (in its capacity as such) to Buyer or any of its Affiliates under this Agreement or any other Transaction Document. Buyer agrees that it will not look to the personal assets of the Seller Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Blocker and the Acquired Companies (pre-Closing) or the Sellers.

(ii) Each Seller will, severally (based on its Pro Rata Share) but not jointly with the other Sellers, indemnify, defend and hold harmless the Seller Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including reasonable and documented out-of-pocket fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Representative Losses”) arising out of or in connection with the Seller Representative’s execution and performance of this Agreement and any agreements ancillary hereto, in each case as such Representative Loss is suffered or incurred; provided that in the event that any such Representative Loss is finally adjudicated to have been primarily caused by the bad faith, Fraud, gross negligence or willful misconduct of the Seller Representative, the Seller Representative will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such bad faith, Fraud, gross negligence or willful misconduct. If not paid directly to the Seller Representative by the Sellers, any such Representative Losses may be recovered by the Seller Representative from the Expense Reserve Holdback Amount at such time as remaining amounts would otherwise be distributable to the Sellers; provided that while this Section*** 11.16(e)* allows the Seller Representative to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or incurred, nor does it prevent the Seller Representative from seeking any remedies available to it at law or otherwise. In no event will the Seller Representative be required to advance its own funds on behalf of the Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided to the Seller Representative under this Section*** 11.16*.

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(iii) This Section*** 11.16(e)* will survive the Closing, the resignation or removal of the Seller Representative or the termination of this Agreement.

(f) Irrevocability; Successors. The provisions of this Section*** 11.16* are independent and severable, are irrevocable and coupled with an interest and shall be enforceable notwithstanding any rights or remedies that any Seller may have in connection with the Transactions. The provisions of this Section*** 11.16* shall be binding upon the heirs, legal representatives, successors and assigns of each Seller, and any references in this Agreement to a Seller shall mean and include the successors to the rights of the Sellers hereunder, whether pursuant to testamentary disposition, the Laws of descent and distribution or otherwise.

11.17 Debt Financing Sources. Notwithstanding anything in this Agreement to the contrary, the Company, on behalf of itself, the Company Subsidiaries and each of its controlled Affiliates, and each Seller, on behalf of itself and each of its controlled Affiliates, hereby:

(a) without limiting the rights of Buyer under the Debt Commitment Letter or any right or remedy available to any Person under the definitive documentation governing the Debt Financing, agrees that none of the Debt Financing Sources will have any liability to the Company, the Blocker, the Sellers or any of the Company Subsidiaries or any of their respective controlled Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder, whether in law or in equity, whether in contract or in tort or otherwise;

(b) agrees that any proceeding, whether in law or in equity, whether in contract or in tort or otherwise, involving the Debt Financing Sources, arising out of or relating to this Agreement, the Debt Financing or any of the agreements (including the Debt Commitment Letter) entered into in connection with the Debt Financing or any of the transactions contemplated hereby or thereby or the performance of any services thereunder shall be subject to the exclusive jurisdiction of any federal or state court in the Borough of Manhattan, New York, New York, and any appellate court thereof and each Party irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court;

(c) agrees that any such proceeding shall be governed by the Laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the Laws of another state), except as otherwise provided in the Debt Commitment Letter or other applicable definitive document relating to the Debt Financing;

(d) agrees not to bring or support or permit any of its Affiliates to bring or support any proceeding of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder in any forum other than any federal or state court in the Borough of Manhattan, New York, New York;

(e) agrees that service of process upon the Company, the Company Subsidiaries or its controlled Affiliates in any such proceeding shall be effective if notice is given in accordance with Section*** 11.7*;

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(f) irrevocably waives, to the fullest extent that it may effectively do so, the defense of an inconvenient forum to the maintenance of such Legal Proceeding in any such court;

(g) knowingly, intentionally and voluntarily waives, to the fullest extent permitted by Law, trial by jury in any proceeding involving any Debt Financing Source in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter or any of the transactions contemplated hereby or thereby or the performance of any services thereunder; and

(h) agrees that the Debt Financing Sources are express third party beneficiaries of, and may enforce, any of the provisions of Section*** 10.3(d), Section** 11.13(d)* and this Section*** 11.17* and that such provisions and the definition of “Debt Financing Source” (and the other related definitions used in such provisions and definition and any other provisions of this Agreement to the extent an amendment thereof would serve to modify or waive the substance of such provisions or definitions) shall not be amended in any way adverse to any Debt Financing Source without the prior written consent of such Debt Financing Source.

Notwithstanding the foregoing, nothing in this Section*** 11.17* shall in any way limit or modify the rights and obligations of Buyer under this Agreement or any Debt Financing Source’s obligations to Buyer under any debt commitment letter or to Buyer (and following the Closing Date, the Blocker and the Acquired Companies) under the definitive agreements governing the Debt Financing. This Section*** 11.17* shall, with respect to the matters referenced herein, supersede any provision of this Agreement to the contrary.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective authorized officers, as of the date first written above.

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]

[SIGNATURE PAGE TO SHARE PURCHASE AGREEMENT]

**EXHIBIT A **

**Form of Notarial Transfer Deed **

[See attached.]