TRANSACTION AGREEMENT by and among ARDAGH GROUP S.A., ELEMENT HOLDINGS II L.P. and TRIVIUM PACKAGING B.V.

Exhibit A

Ardagh Sample Closing Statement and Closing Statement Methodologies

Exhibit B

Element Sample Closing Statement and Closing Statement Methodologies

Exhibit C

Form of Shareholders Agreement

Exhibit D

Form of Mutual Services Agreement

Exhibit E

Form of IP Cross-License Agreement

Exhibit F

French Offer Letter

Exhibit G

Dutch Offer Letter

Exhibit H

Accrued Benefits Assumptions

Article I

Definitions; INTERPRETATION

1.1 Certain Defined Terms.  For purposes of this Agreement:

1.2 Definitions.  The following terms have the meanings set forth in the Sections set forth below:

Accrued Benefits

Section ‎6.2(e)(i)

AGG

Section ‎5.12(a)(i)

AGMP

Section ‎5.12(a)(i)

Agreed Court

Section ‎10.4(b)

Agreement

Preamble

Ardagh

Preamble

Ardagh Actuary

Section ‎6.2(e)(iii)

Ardagh Additional Adjustment Amount

Section ‎2.2(a)(i)

Ardagh Business

Recitals

Ardagh Cash Consideration

Section ‎2.2(a)(ii)

Ardagh Estimated Closing Statement

Section ‎2.4(a)

Ardagh Existing Stock

Section ‎5.10(a)

Ardagh Hedging Arrangements

Section ‎5.14(a)

Ardagh Initial Adjustment

Section ‎2.2(a)(ii)

Ardagh Insurance Policies

Section ‎3.18

Ardagh Leases

Section ‎3.13(b)

Ardagh Licensed Intellectual Property

Section ‎3.12(b)

Ardagh Marks

Section ‎5.10(a)

Ardagh Material Contracts

Section ‎3.17(a)

Ardagh NewCo Shares

Section ‎2.2(a)(i)

Ardagh Owned Intellectual Property

Section ‎3.12(b)

Ardagh Purchased Entities

Recitals

Ardagh Terminable Breach

Section ‎9.1(d)

Ardagh U.S. DB Plan

Section ‎6.2(e)

Balance Sheet Date

Section ‎3.6

Closing

Section ‎2.5(a)

Closing Date

Section ‎2.5(a)

Closing Statement Methodologies

Section ‎2.9(a)

Delayed Transfer Asset

Section ‎5.18(b)

Dispute

Section ‎10.5(a)

Dispute Notice

Section ‎10.5(b)

Disputed Items

Section ‎2.9(d)

Dutch Acceptance Notice

Section ‎2.8(c)

Dutch Offer

Section ‎2.8(c)

Dutch Offer Letter

Section ‎2.8(c)

Dutch Shares

Recitals

Element

Preamble

Element Estimated Closing Statement

Section ‎2.4(b)

Element Initial Adjustment

Section ‎2.2(b)

Element Insurance Policies

Section ‎4.19

Element NewCo Shares

Section ‎2.2(b)

Element Note

Section ‎2.2(b)

Element Owed Amount

Section ‎2.2(b)

Element Parent Plans

Section ‎6.2(a)(ii)

Element Prorated Bonuses

Section ‎6.2(c)(i)

Element Terminable Breach

Section ‎9.1(c)

Enforceability Exceptions

Section ‎3.1(b)

Estimated Ardagh Closing Cash

Section ‎2.4(a)

Estimated Ardagh Closing Indebtedness

Section ‎2.4(a)

Estimated Ardagh Closing Working Capital Amount

Section ‎2.4(a)

Estimated Exal Closing Cash

Section ‎2.4(b)

Estimated Exal Closing Indebtedness

Section ‎2.4(b)

Estimated Exal Closing Working Capital Amount

Section ‎2.4(b)

EU Regulatory Investigation

Section ‎5.15(a)

Exal Business

Recitals

Exal Financial Statements

Section ‎4.6(a)

Exal Interim Financial Statements

Section ‎4.6(c)

Exal Key Customer

Section ‎4.18(a)(ii)

Exal Key Supplier

Section ‎4.18(a)(i)

Exal Leases

Section ‎4.14(b)

Exal Licensed Intellectual Property

Section ‎4.13(b)

Exal Material Contracts

Section ‎4.18(a)

Exal Owned Intellectual Property

Section ‎4.13(b)

Exal Purchased Entities

Recitals

Excluded Compensation Payments

Section ‎6.2(c)(i)

Excluded Guarantees

Section ‎5.11(b)

Expense Cap

Section ‎2.3

French Acceptance Notice

Section ‎2.8(b)

French Offer

Section ‎2.8(b)

French Offer Letter

Section ‎2.8(b)

French Shares

Recitals

German GAAP

Section ‎5.12(a)(iv)

Freshfields

Section ‎5.15(c)

ICC Rules

Section ‎10.5(c)

Indemnity Payment

Section ‎5.15(l)

Initial Ardagh Closing Statement

Section ‎2.9(b)

Initial Element Closing Statement

Section ‎2.9(b)

Initial Settlement

Section ‎5.12(b)(iii)

Insurance Proceeds

Section ‎5.15(l)

Insured Party

Section ‎5.9(e)(i)

Issuers

Section ‎1.1

Key Customer

Section ‎3.17(a)(ii)

Key Supplier

Section ‎3.17(a)(i)

Legacy Organizational Documents

Section ‎5.9(e)(i)

Local Acquisition Agreements

Section ‎2.7

Local Transfer Documents

Section ‎2.6(a)(v)

Loss Compensation Receivables

Section ‎5.12(a)(v)(A)

Management Liability Policies

Section ‎5.9(e)(ii)

National Regulatory Investigation

Section ‎5.15(a)

NewCo

Preamble

NewCo Actuary

Section ‎6.2(e)(iii)

NewCo Certification Date

Section ‎6.2(e)(iii)

NewCo Plans

Section ‎6.4(b)

NewCo UK DB Plan

Section ‎6.2(d)

NewCo U.S. DB Plan

Section ‎6.2(e)(i)

Notice of Acceptance

Section ‎2.9(d)

Notice of Disagreement

Section ‎2.9(d)

Party or Parties

Preamble

PBGC

Section ‎3.14(g)

PLTA

Section ‎5.12(a)(i)

PLTA Difference

Section ‎5.12(b)(iii)

PLTA Period 2019

Section ‎5.12(a)(iv)

PLTA Termination Accounts

Section ‎5.12(a)(iv)

Pre-Closing Dispute

Section ‎10.4(a)

Profit Transfer Payables

Section ‎5.12(a)(v)(A)

R&W Costs

Section ‎8.2

R&W Insurance Policy

Section ‎8.2

Reference Assets Amount

Section ‎6.2(e)(ii)

Regulatory Investigations

Section ‎5.15(a)

Registrar

Section ‎1.1

Relevant Fiscal Year

Section ‎5.12(b)(i)

Relevant PLTA Amendments

Section ‎5.12(b)(ii)

Review Period

Section ‎6.2(e)(iii)

Rule 144A/Reg S Offering

Section ‎5.7(a)

Sample Closing Statement

Section ‎2.9(a)

Termination Date

Section ‎9.1(b)

Third Party Claim

Section ‎5.15(a)

Transactions

Section ‎2.5(a)

Transferred Ardagh Business Employees

Section ‎6.1(b)

Transferred Assets

Section ‎6.2(e)(ii)

Transferred Business Employees

Section ‎6.1(c)

Transferred Guarantees

Section ‎5.11(a)

U.S. DB Funding True-Up

Section ‎6.2(e)(ii)

U.S. DB Transfer Date

Section ‎6.2(e)(ii)

U.S. Pension Plan

Section ‎3.14(f)

1.3 Certain Rules of Construction.

(a) All the agreements (including this Agreement), documents or instruments herein defined mean such agreements, documents or instruments as the same may from time to time be supplemented or amended or the terms thereof waived or modified to the extent permitted by, and in accordance with, the terms thereof.  The headings preceding the text of Articles and Sections included herein are for convenience only and shall not be deemed part of this Agreement or be given any effect in interpreting this Agreement.  The use of the masculine, feminine or neuter gender, or the singular or plural form of words, herein shall not limit any provision of this Agreement.  The use of the terms “including” or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,” respectively.  Reference to any Person includes such Person’s successors and permitted assigns.  Reference to any Law means such Law as amended, modified, codified, replaced or re-enacted, in whole or in part, from time to time, including rules, regulations, enforcement procedures and any interpretations promulgated thereunder.  Unless otherwise specified, references to Articles, Sections, clauses or Exhibits shall refer to the Articles, Sections, clauses or Exhibits to this Agreement, and any references to a clause shall, unless otherwise identified, refer to the appropriate clause within the same Section or sub-Section in which such reference occurs.  The use of the terms “hereunder”, “hereof”, “hereto” and words of similar import shall refer to this Agreement as a whole and not to any particular Article, Section or clause of or Exhibit to this Agreement.  References to amounts of currency are references to United States Dollars unless otherwise indicated.  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, and if the last day of such period is not a Business Day, the period shall end on the immediately

following Business Day.  The words “made available,” “provided” or “delivered” to a Party, or similar formulations, means that such materials were available to such Party in the electronic data room hosted by the providing Party in connection with the Transactions no later than one (1) Business Day prior to the date hereof, or were provided by electronic transmission directly to a Party’s legal counsel or financial advisor prior to such time.

(b) Notwithstanding anything to the contrary contained in the Ardagh Disclosure Schedule or Element Disclosure Schedule, in this Agreement or in the Related Agreements, the information and disclosures contained in any Section of the Ardagh Disclosure Schedule or Element Disclosure Schedule shall be deemed to be disclosed and incorporated by reference in each other Section of the Ardagh Disclosure Schedule or Element Disclosure Schedule as though fully set forth in such other Section to the extent the applicability and relevance of such information to such other Section is reasonably apparent on the face of such information or disclosure.  Certain items and matters are listed in the Ardagh Disclosure Schedule or Element Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement.  No reference to, or disclosure of, any item or matter in any Section of this Agreement or any Section of the Ardagh Disclosure Schedule or Element Disclosure Schedule shall be construed as an admission or indication that such item or matter is material or that such item or matter is required to be referred to or disclosed in this Agreement or in the Ardagh Disclosure Schedule or Element Disclosure Schedule.  Without limiting the foregoing, no reference to or disclosure of a possible breach or violation of any contract or Law shall be construed as an admission or indication that a breach or violation exists or has actually occurred.

1.4 Interpretation.  The Parties have participated jointly in negotiating and drafting this Agreement.  If an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly 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.

Article II

TRANSFER; ISSUANCE AND PAYMENT

2.1 Transfer and Sale.

(a) Upon the terms and subject to the conditions of this Agreement (including Section ‎2.8) and the Local Acquisition Agreements, at the Closing, Ardagh shall, and/or shall cause its Subsidiaries (as applicable) to, contribute, transfer, grant, sell, convey, assign and deliver to NewCo and its designated Subsidiaries all of the Ardagh Equity Interests, free and clear of all Encumbrances (other than those imposed by applicable securities Laws), and NewCo shall acquire and accept, and shall cause its designated Subsidiaries to acquire and accept, as applicable, from Ardagh or such Subsidiaries, all of the Ardagh Equity Interests, together with all of their respective right, title and interest as of the Closing in, to and under the Ardagh Equity Interests.

(b) Upon the terms and subject to the conditions of this Agreement and any Local Acquisition Agreements, at the Closing, Element shall, and/or shall cause its Subsidiaries (as applicable) to, contribute, transfer, grant, sell, convey, assign and deliver, to NewCo and its designated Subsidiaries all of the Exal Equity Interests, free and clear of all Encumbrances (other

than those imposed by applicable securities Laws), and NewCo shall acquire and accept, and shall cause its designated Subsidiaries to acquire and accept, as applicable, from Element or such Subsidiaries, all of their respective right, title and interest as of the Closing in, to and under the Exal Equity Interests.

2.2 Issuance and Payment.

(a) In exchange for the Ardagh Equity Interests transferred by Ardagh or its Subsidiaries, NewCo shall, at the Closing:

(i) issue to Ardagh, or its designated controlled Affiliate, free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement) [*] NewCo Shares (the “Ardagh NewCo Shares”), plus if the Ardagh Initial Adjustment is more than the sum of [*], plus the amount, if any, of any Exal Dividend Overage (such sum, the “Ardagh Additional Adjustment Amount”), in addition to the cash payment equal to the Ardagh Additional Adjustment Amount to be paid pursuant to clause (ii) of this Section ‎2.2(a), an additional number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement) equal to the quotient obtained by dividing (A) the amount by which the Ardagh Initial Adjustment exceeds the Ardagh Additional Adjustment Amount by (B) the NewCo Per Share Price; provided that if the adjustment contemplated by this Section ‎2.2(a)(i) and the adjustment contemplated by Section ‎2.2(b), would result in Ardagh owning more than forty-nine percent (49.0%) of the then-outstanding NewCo Shares, Ardagh shall receive from NewCo at the Closing (I) such number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement), that would result in Ardagh owning exactly forty-nine percent (49.0%) of the then-outstanding NewCo Shares, and (II) a promissory note having a principal amount equal to the product of the (x) number of NewCo Shares that would result in Ardagh owning more than forty-nine percent (49.0%) of the then-outstanding NewCo Shares, and (y) NewCo Per Share Price, on terms, including as to interest, maturity date (which shall be no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity) or the fifth anniversary of the Closing Date) and payment triggers for such instrument, customary for similar instruments and otherwise reasonably acceptable to Ardagh and Element acting in good faith; provided;  further that if the Ardagh Initial Adjustment is more than the Ardagh Additional Adjustment Amount, in lieu of accepting all or any portion of the NewCo Shares or the promissory note that would otherwise be issued to Ardagh pursuant to this Section ‎2.2(a)(i), Ardagh may, following reasonable, good faith consultation with Element, cause the Ardagh Purchased Entities to transfer or distribute (without cost or liability to Ardagh or any Affiliate) to Ardagh or one or more of its Affiliates (other than an Ardagh Purchased Entity), prior to the Closing, Cash or accounts receivable or, with the prior written consent of Element (which shall not be unreasonably withheld, conditioned or delayed) other  assets of the Ardagh Purchased Entities such that the Initial Purchase Adjustment would be no greater than the Ardagh Additional Adjustment Amount; provided,  further, however, that the assets transferred

pursuant to the preceding proviso shall not result in an Estimated Closing  Working Capital Shortfall of the Ardagh Purchased Entities; and

(ii) pay to Ardagh in cash by wire transfer of immediately available funds to the Ardagh Bank Account the amount (the “Ardagh Cash Consideration”) equal to (A) two billion five hundred million U.S. dollars ($2,500,000,000), which shall be paid in U.S. dollars, or if agreed by Ardagh and Element no later than three (3) Business Days prior to the Closing Date, an equivalent amount in a combination of U.S. dollars and Euros as so agreed, and (B) either plus the Ardagh Initial Adjustment, if the Ardagh Initial Adjustment is greater than $0 but equal to or less than the Ardagh Additional Adjustment Amount, or minus the Ardagh Initial Adjustment, if the Ardagh Initial Adjustment is negative.    For purposes of this Agreement, “Ardagh Initial Adjustment” means the sum of: (1) the Estimated Ardagh Closing Cash, (2) minus the Estimated Closing Indebtedness Adjustment Amount of the Ardagh Purchased Entities (if positive) or plus the Estimated Closing Indebtedness Adjustment Amount of the Ardagh Purchased Entities (if negative) and (3) either plus the Estimated Closing Working Capital Excess of the Ardagh Purchased Entities or minus the Estimated Closing Working Capital Shortfall of the Ardagh Purchased Entities, as the case may be.

(b) In exchange for the Exal Equity Interests transferred by Element and/or its Subsidiaries, NewCo shall, at the Closing, issue to Element or its designated controlled Affiliate, free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement) such number of NewCo Shares (rounded to the nearest whole share) (the “Element NewCo Shares”) equal to (i) [*] NewCo Shares, plus (if the Element Initial Adjustment is positive) or minus (if the Element Initial Adjustment is negative), (ii) such number of NewCo Shares equal to the quotient obtained by dividing (A) the sum of:  (1) the Estimated Exal Closing Cash, (2) minus the Estimated Closing Indebtedness Adjustment Amount of the Exal Purchased Entities (if positive) (or plus such Estimated Closing Indebtedness Adjustment Amount, if negative) and (3) either plus the Estimated Closing Working Capital Excess of the Exal Purchased Entities or minus the Estimated Closing Working Capital Shortfall of the Exal Purchased Entities, as the case may be (the sum of sub-clauses (A)(1), (A)(2) and (A)(3), the “Element Initial Adjustment”), by (B) the NewCo Per Share Price; provided that if the adjustment contemplated by Section ‎2.2(a) and the adjustment contemplated by this Section 2.2(b) would result in Element owning less than fifty-one percent (51.0%) of the then-outstanding NewCo Shares, Element shall (I) receive at Closing such number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement), that would result in Element owning exactly fifty-one percent (51.0%) of the then-outstanding NewCo Shares, and (II) at Element’s election, either (X) pay to NewCo by wire transfer of immediately available funds an amount in cash equal to the product of (a) the number of NewCo Shares that NewCo would have issued to Element but for this proviso, and (b) the NewCo Per Share Price (the “Element Owed Amount”) or (Y) issue to NewCo a promissory note having a principal amount equal to the Element Owed Amount (the “Element Note”), on terms, including as to interest, maturity date (which shall be no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity) or the fifth (5th) anniversary of the Closing Date) and payment triggers (provided that the then-outstanding principal and accrued interest shall be paid no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity)

or  the fifth (5th) anniversary of the Closing Date) for such Element Note customary for similar instruments or otherwise reasonably acceptable to Ardagh and Element acting in good faith.  Until the Element Note has been repaid in full, all dividends and distributions to which Element would otherwise be entitled as a shareholder of NewCo shall be applied to pay the Element Note.

(c) When calculating the adjustments contemplated by Section ‎2.2(a) and ‎2.2(b), the adjustment contemplated by Section ‎2.2(a) shall be calculated after giving effect to the adjustment contemplated by Section ‎2.2(b).

2.3 Transaction Expenses.

(a) Immediately after the Closing, NewCo shall pay to Ardagh, in cash by wire transfer of immediately available funds to the Ardagh Bank Account, an amount of up to [*] in the aggregate (such cap amount, the “Expense Cap”), in respect of the reasonable and documented out-of-pocket fees, costs and expenses actually incurred by Ardagh and its Affiliates in connection with the Transactions.  Section ‎2.3(a) of the Ardagh Disclosure Schedule sets forth a list (as of the date hereof) of Ardagh’s and its Affiliates professional advisors whose fees, costs and expenses will be subject to the expense reimbursement provisions of this Section ‎2.3(a).  

(b) Immediately after the Closing, NewCo shall pay to Element, in cash by wire transfer of immediately available funds to the Element Bank Account, an amount up to the Expense Cap in respect of the reasonable and documented out-of-pocket fees, costs and expenses actually incurred by Element and its Affiliates in connection with the Transactions. Section ‎2.3(b) of the Element Disclosure Schedule sets forth a list (as of the date hereof) of Element’s and its Affiliates’ professional advisors whose fees, costs and expenses will be subject to the expense reimbursement provisions of this Section ‎2.3(b).

(c) In the event the Closing occurs, NewCo shall bear any fees, costs and expenses incurred by NewCo or its Subsidiaries (including any such fees, costs or expenses incurred by Ardagh, Element or their respective Affiliates on behalf of NewCo or its Subsidiaries in connection with the Transactions).  Section ‎2.3(c) of the Ardagh Disclosure Schedule and Section ‎2.3(c) of the Element Disclosure Schedule sets forth (as of the date hereof) each advisor retained or otherwise engaged by Element, Ardagh or their respective Affiliates on behalf or for the benefit of NewCo or its Subsidiaries in connection with the Transactions, together with an estimate (as of the date hereof) of any fees, costs and expenses incurred to date with respect to such advisor.  In the event the Closing does not occur, any such fees, costs and expenses actually incurred by Element or Ardagh (or their respective Affiliates), as applicable (together with the fees, costs and expenses of any additional advisors retained or otherwise engaged prior to the Closing by Element, Ardagh or their Affiliates on behalf of or for the benefit of NewCo or its Subsidiaries, as mutually agreed to by the Parties), shall be borne fifty percent (50%) by Ardagh and fifty percent (50%) by Element; provided that if Element so elects, all such fees, costs and expenses shall be borne by the Party that incurred such fees, costs and expenses.

(d) In connection with the Closing, NewCo shall cause the Existing Exal Indebtedness to be repaid in full in accordance with its terms with the proceeds from the Debt Financing.

2.4 Pre-Closing Estimates.

(a) At least five (5) Business Days prior to the scheduled Closing Date, Ardagh shall deliver to NewCo and Element a statement (the “Ardagh Estimated Closing Statement”) that sets forth a good faith estimate of (i) the amount of the Closing Indebtedness of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Indebtedness”), (ii) the Closing Cash of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Cash”), (iii) the Closing Working Capital Amount of the Ardagh Purchased Entities (the “Estimated Ardagh Closing Working Capital Amount”) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with reasonable supporting documentation, and (iv) the resulting Ardagh Initial Adjustment.  The Ardagh Estimated Closing Statement shall be in the format set forth in the Ardagh Sample Closing Statement and prepared and calculated in accordance with the applicable Closing Statement Methodologies.  Until two (2) Business Days prior to the Closing Date, Element may propose, and Ardagh shall consider in good faith but shall have no obligation to agree, revisions to the Ardagh Estimated Closing Statement.  Unless Ardagh agrees to any such changes (in which case, the Ardagh Estimated Closing Statement shall be updated to reflect such changes), the Ardagh Estimated Closing Statement delivered by Ardagh shall be used for purposes of calculating the Ardagh Initial Adjustment.

(b) At least five (5) Business Days prior to the scheduled Closing Date, Element shall deliver to NewCo and Ardagh a statement (the “Element Estimated Closing Statement”) that sets forth a good faith estimate of (i) the amount of the Closing Indebtedness of the Exal Purchased Entities (the “Estimated Exal Closing Indebtedness”), (ii) the Closing Cash of the Exal Purchased Entities (the “Estimated Exal Closing Cash”), (iii) the Closing Working Capital Amount of the Exal Purchased Entities (the “Estimated Exal Closing Working Capital Amount”) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with reasonable supporting documentation, and (iv) the resulting Element Initial Adjustment.  The Element Estimated Closing Statement shall be in the format set forth in the Element Sample Closing Statement and prepared and calculated in accordance with the applicable Closing Statement Methodologies.  Until two (2) Business Days prior to the Closing Date, Ardagh may propose, and Element shall consider in good faith but shall have no obligation to agree, revisions to the Element Estimated Closing Statement.  Unless Element agrees to any such changes (in which case, the Element Estimated Closing Statement shall be updated to reflect such changes), the Element Estimated Closing Statement delivered by Element shall be used for purposes of calculating the Element Initial Adjustment.

2.5 Closing; Closing Date.

(a) Subject to the terms and conditions of this Agreement, including Section ‎2.8, the consummation of the transactions contemplated by this Agreement (the “Transactions”), including the transfers and sales, issuances and payments contemplated by Section ‎2.1 and Section ‎2.2 of this Agreement (the “Closing”), shall take place at the offices of ▇▇▇▇▇▇ N.V. at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, at 10:00 a.m. Central European Time on the third (3rd) Business Day following the satisfaction or waiver of all of the conditions to the obligations of the Parties set forth in ‎Article VII (other than conditions that by

their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place or at such other time or on such other date as the Parties may mutually agree upon in writing (the day on which the Closing takes place being the “Closing Date”).    

(b) For accounting purposes and the purposes of this Agreement, including the calculation of Closing Indebtedness, Closing Cash and the Closing Working Capital Amount, the Closing shall be deemed to have occurred at 12:01 a.m. Central European Time on the Closing Date.

(c) No later than one (1) Business Day prior to the Closing Date, Ardagh shall deliver to Element a customary payoff letter and related customary guarantee and lien release documentation reasonably satisfactory to Element with respect to the Ardagh Existing Indebtedness.

(d) No later than one (1) Business Day prior to the Closing Date, Element shall deliver to Ardagh a customary payoff letter and related customary guarantee and lien release documentation reasonably satisfactory to Ardagh with respect to the Exal Existing Indebtedness.

2.6 Closing Deliveries.

(a) Closing Deliveries by Ardagh.  At the Closing, Ardagh shall authorize, execute and/or deliver to Element or NewCo, as the case may be:

(i) a duly executed counterpart to each of the Related Agreements to which Ardagh or any of its Affiliates is to be a party;

(ii) a certificate, duly executed by an authorized officer of Ardagh, certifying as to (A) the fulfillment of the conditions set forth in Section ‎7.2(a) and Section ‎7.2(b) and (B) the termination by Ardagh or its Affiliates of all material intercompany arrangements (other than the Ardagh Hedging Arrangements) effective as of the Closing, in accordance with Section ‎5.8(a)(i);

(iii) a receipt for the Ardagh Cash Consideration;

(iv) for Ardagh Metal Packaging USA, Inc., a certificate dated as of the Closing Date to the effect that such Ardagh Purchased Entity is not a “United States real property holding corporation” in accordance with U.S. Treasury Regulation Section 1.1445-2(c)(3) and a corresponding notice to the U.S. Internal Revenue Service in accordance with U.S. Treasury Regulation Section 1.897-2(h);

(v) original stock certificates, duly endorsed in blank or with a duly executed stock transfer power (if applicable), or equivalent documents or instruments of transfer, such as share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the event notarial copies cannot be available at Closing, certified copies of share transfer deeds), or other instruments of transfer pursuant to any Local Acquisition Agreement or required by Applicable Law in any applicable jurisdiction (in a

form that is consistent with the terms and conditions of this Agreement)  (collectively, the “Local Transfer Documents”), in such form as the Parties mutually agree is necessary or appropriate to effect the transfer of the Ardagh Equity Interests to NewCo or its designated Subsidiary in such jurisdiction, free and clear of all Encumbrances (other than Encumbrances arising under securities Laws or the Shareholders Agreement), duly executed by Ardagh and/or its applicable Affiliates;

(vi) such other customary instruments of transfer, deeds, assumptions, filings or documents, in form and substance reasonably satisfactory to Element or NewCo, as the case may be, required to give effect to this Agreement; and

(vii) such documentation provided by Ardagh to the trustee or agent, as the case may be, required under the instruments described in clauses (i) through (vii) of the definition of Ardagh Existing Indebtedness, evidencing that the consummation of the Transactions on the Closing Date complies with the terms of such instruments.

(b) Closing Deliveries by Element.  At the Closing, Element shall authorize, execute and/or deliver to Ardagh or NewCo, as the case may be:

(i) a duly executed counterpart to each of the Related Agreements to which Element or any of its Affiliates is to be a party;

(ii) a certificate duly executed by an authorized representative of Element, certifying as to (A) the fulfillment of the conditions set forth in Section ‎7.3(a) and Section ‎7.3(b) and (B) the termination by Element or its Affiliates of all material intercompany arrangements effective as of the Closing, in accordance with Section ‎5.8(a)(ii);

(iii) for Exal Purchased Entities that are organized under the Laws of a jurisdiction located in the United States, a certificate dated as of the Closing Date to the effect that such Exal Purchased Entity is not a “United States real property holding corporation” in accordance with U.S. Treasury Regulation Section 1.1445-2(c)(3) and a corresponding notice to the U.S. Internal Revenue Service in accordance with U.S. Treasury Regulation Section 1.897-2(h);

(iv) the Local Transfer Documents in such form as the Parties mutually agree is necessary or appropriate to effect the transfer of the Exal Equity Interests to NewCo or its designated Subsidiary in each jurisdiction, free and clear of all Encumbrances (other than Encumbrances arising under securities Laws or the Shareholders Agreement), duly executed by Element and/or its applicable Affiliates;

(v) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Ardagh or NewCo, as the case may be, required to give effect to this Agreement.

(c) Closing Deliveries by NewCo.  At the Closing, NewCo shall authorize, execute and/or deliver to Ardagh or Element, as the case may be:

(i) the Ardagh Cash Consideration;

(ii) a certificate evidencing the Ardagh NewCo Shares to be issued to Ardagh in accordance with Section ‎2.2(a), registered in the name of Ardagh or its designated Affiliate;

(iii) a certificate evidencing the Element NewCo Shares to be issued to NewCo in accordance with Section ‎2.2(b), registered in the name of Element or its designated Affiliate;

(iv) a duly executed counterpart to each of the Related Agreements to which NewCo is to be a party;

(v) a duly executed counterpart to each of the Local Transfer Documents to which NewCo and/or any of its Subsidiaries is a party; and

(vi) such other customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Ardagh and Element required to give effect to this Agreement.

2.7 Local Acquisition Agreements. The transfer of each Ardagh Purchased Entity and Exal Purchased Entity organized in a jurisdiction in which local Laws require observance of specified formalities or procedures to legally effect the sale, transfer, conveyance, assignment, assumption or delivery of the equity or ownership interests of such Ardagh Purchased Entity or Exal Purchased Entity (or, if applicable, any such entity’s assets or liabilities) shall be effected pursuant to short-form acquisition agreements in form and substance reasonably acceptable to the Parties and in compliance with such requirements of applicable Law (the “Local Acquisition Agreements”).  The Parties agree that the Local Acquisition Agreements (a) shall only contain provisions necessary to satisfy the requirements of applicable Law to effect, and make enforceable vis-à-vis third parties, the transfer of the legal and beneficial title to the applicable Ardagh Equity Interests or Exal Equity Interests, as applicable, and (b) shall not have any effect on the rights and obligations of the Parties with respect to the Transactions, all of which shall be determined by this Agreement.  To the extent there is a conflict between any of the provisions of this Agreement and any Local Acquisition Agreement, the Parties acknowledge and agree that the provisions of this Agreement shall control and that, if necessary, Element and Ardagh shall, and shall cause their respective Affiliates to, deliver such additional instruments as may be necessary to accomplish the foregoing.

2.8 Works Council/Consultation Matters.

(a) The Parties acknowledge and agree that, (i) under French labor Laws, one or more Employee Representative Bodies of certain of the Specified French Entities must be informed and consulted with respect to the French Offer and the Debt Financing as it relates to the Specified French Entities and (ii) under applicable labor Laws of the Netherlands, one or more works councils of the Specified Dutch Entities must be informed and consulted with respect to the Dutch Offer and the Debt Financing as it relates to the Specified Dutch Entities.    

(b) On the terms and conditions set forth in the offer letter (within the time limit set forth therein) attached as Exhibit F hereto (the “French Offer Letter” and the offer set forth therein, the “French Offer”), NewCo has irrevocably offered to acquire the French Shares, and to

have the provisions of this Agreement apply to such French Shares following completion of the employee consultation process described in the French Offer Letter.  Subject to acceptance of the French Offer by Ardagh following completion of the employee consultation process and upon delivery to NewCo of the executed acceptance notice attached as Schedule 2 to the French Offer Letter (the “French Acceptance Notice”), this Agreement shall apply to the French Shares and, the Specified French Entities shall be included in the Ardagh Purchased Entities. 

(c) On the terms and conditions set forth in the offer letter (within the time limit set forth therein) attached as Exhibit G hereto (the “Dutch Offer Letter” and the offer set forth therein, the “Dutch Offer”), NewCo has irrevocably offered to acquire the Dutch Shares and to have the provisions of this Agreement apply to such Dutch Shares following completion of the employee consultation process described in the Dutch Offer Letter.  Subject to acceptance of the Dutch Offer by Ardagh following satisfactory completion of the employee consultation process and upon delivery to NewCo of the executed acceptance notice attached as Schedule 2 to the Dutch Offer Letter (the “Dutch Acceptance Notice”), this Agreement shall apply to the Dutch Shares and the Specified Dutch Entities shall be included in the Ardagh Purchased Entities.

(d) Notwithstanding anything to the contrary in this Agreement, (i) unless and until Ardagh has executed and delivered to NewCo the French Acceptance Notice, the Specified French Entities shall not be considered Ardagh Purchased Entities and the French Shares shall not be considered Ardagh Equity Interests for purposes of this Agreement and (ii) unless and until Ardagh has executed and delivered to NewCo the Dutch Acceptance Notice, the Specified Dutch Entities shall not be considered Ardagh Purchased Entities and the Dutch Shares shall not be considered Ardagh Equity Interests for purposes of this Agreement.

(e) The Parties shall reasonably cooperate with each other and any relevant Affiliates in connection with the applicable consultation processes as described in this Section ‎2.8 and as set forth in the French Offer Letter and Dutch Offer Letter.  In connection therewith, (i) each Party will timely provide (A) any required information relating to such Party, (B) information regarding the intended Debt Financing as it relates to the Specified French Entities or the Specified Dutch Entities, and (C) the expected consequences of the Transactions for persons employed by the Specified French Entities or the Specified Dutch Entities or as to any measures envisaged by NewCo with respect to such consequences; provided that, with respect to clauses (B) and (C) such information shall be mutually agreed between Ardagh and Element, and (ii) Ardagh will keep Element currently informed of the status of such consultation and any material developments so far as they relate to the Specified French Entities or the Specified Dutch Entities, and will consult with Element in good faith in advance with respect to such consultation.  Without Element’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Ardagh shall not (and shall cause its Affiliates not to) enter into any agreement with, or make any commitment to, the relevant Employee Representative Body that would bind or impose any material obligation on NewCo or its Affiliates, including the Specified French Entities and the Specified Dutch Entities, after the Closing or otherwise impact, in any material respect, the substance of the Transactions.  If, as a result of any such consultation processes, changes to this Agreement or any Related Agreement, or further arrangements in connection with the Transactions, are considered necessary by Ardagh, the Parties shall negotiate in good faith with respect to such changes (if any) to this Agreement, the Related Agreements or further arrangements (if any) in connection with the

Transactions that are appropriate, in accordance with the terms and conditions set forth in the French Offer Letter and/or the Dutch Offer Letter, as applicable.

(f) The Parties shall reasonably cooperate in connection with any notification to, or any consultation with, employees of Ardagh, Element or their Affiliates (including, the Ardagh Business Employees) who are not included in or covered by the notice and consultation processes referred to in Section ‎2.8(e) with respect to the Specified French Entities and Specified Dutch Entities and who might be affected by the Transactions and such employees’ Employee Representative Body, labor boards and relevant government agencies concerning the Transactions, whether required by Law or otherwise reasonably undertaken by Ardagh, Element or their Affiliates.  In any event, the Parties will timely comply with any such notification and/or consultation obligation, and cause their Affiliates to do so. In connection with any such notification or consultation, Ardagh and Element shall timely provide the other Parties and their relevant Affiliates any information required or reasonably requested relating to the other Party or its Affiliates and the Parties shall reasonably agree as to any information to be provided with respect to any plans for employees in connection with the Transactions not contained in this Agreement. 

2.9 Adjustments.

(a) Exhibit A sets forth, for illustrative purposes only, a sample closing statement as of December 31, 2018 (a “Sample Closing Statement”), with respect to the Ardagh Purchased Entities reflecting the Closing Indebtedness, the Closing Cash and the Closing Working Capital Amount of the Ardagh Purchased Entities as at that date, prepared and calculated using the line items and in accordance with the accounting policies, practices, methodologies, procedures, estimation techniques, management judgments and accounting line classification (together, the “Closing Statement Methodologies”) set forth on Exhibit A, and Exhibit B sets forth, for illustrative purposes only, a Sample Closing Statement as of December 31, 2018, with respect to the Exal Purchased Entities reflecting the Closing Indebtedness, the Closing Cash and the Closing Working Capital Amount of the Exal Purchased Entities as at that date, prepared and calculated using the Closing Statement Methodologies set forth on Exhibit B.

(b) Within ninety (90) days after the Closing Date, (i) Element shall, with the cooperation and assistance of NewCo, prepare and deliver to Ardagh an Initial Closing Statement as of the Closing Date with respect to the Exal Purchased Entities (the “Initial Element Closing Statement”), and (ii) Ardagh shall, with the cooperation and assistance of NewCo, prepare and deliver to Element an Initial Closing Statement as of the Closing Date with respect to the Ardagh Purchased Entities (the “Initial Ardagh Closing Statement”), each in the format set forth in the applicable Sample Closing Statement and prepared and calculated in accordance with the applicable Closing Statement Methodologies.  Each Initial Closing Statement shall set forth, with respect to the Ardagh Purchased Entities or the Exal Purchased Entities, as applicable:  (A) the Closing Indebtedness, and the resulting Closing Indebtedness Adjustment Amount (if any); (B) the Closing Cash; and (C) the Closing Working Capital Amount, and either the resulting Closing Working Capital Excess or Closing Working Capital Shortfall (if any), as the case may be, and shall be accompanied by reasonable supporting documentation.

(c) With respect to each Initial Closing Statement, for a period of forty-five (45) days following the delivery of such Initial Closing Statement, each of Ardagh and Element shall, and shall cause their Affiliates to (and Element shall after the Closing cause NewCo to), (i) reasonably assist the other Party and the other Party’s Representatives in the review of the Initial Closing Statement delivered to such Party and the related determinations of (A) the Closing Indebtedness, and the resulting Closing Indebtedness Adjustment Amount (if any); (B) the Closing Cash; and (C) the Closing Working Capital Amount, and either the resulting Closing Working Capital Excess or Closing Working Capital Shortfall (if any), as the case may be, and provide the other Party and the other Party’s Representatives with reasonable access during normal business hours to its books, records (including work papers, schedules, memoranda and other documents), financial systems, supporting data, facilities and employees for purposes of the other Party’s review of the Initial Closing Statement delivered to such Party and the related determinations therein, and (ii) reasonably cooperate with the other Party and the other Party’s Representatives in connection with such review or determination, including providing on a timely basis all other information reasonably necessary or useful in connection with the review of the Initial Closing Statement and the related determinations therein as is requested by the other Party or the other Party’s Representatives.

(d) Each of Ardagh and Element shall deliver to the other party by the Objection Deadline Date either a notice indicating that it accepts the relevant Initial Closing Statement (“Notice of Acceptance”) or a statement describing its objections in reasonable detail to the relevant Initial Closing Statement (“Notice of Disagreement”); provided that Ardagh shall only be permitted to deliver a Notice of Acceptance or Notice of Disagreement with respect to the Initial Element Closing Statement and Element shall only be permitted to deliver a Notice of Acceptance or Notice of Disagreement with respect to the Initial Ardagh Closing Statement.  If Ardagh or Element (as the case may be) timely delivers a Notice of Disagreement, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Items”) and all such Disputed Items shall be based only on (i) mathematical or clerical errors, (ii) that the amounts included in or absent from the applicable Initial Closing Statement were not determined in accordance with the definitions of Closing Indebtedness, Closing Cash and Closing Working Capital Amount, or (iii) the calculation of the amounts included in the applicable Initial Closing Statement were not determined in accordance with the applicable Closing Statement Methodologies.  The Notice of Disagreement shall specify what Ardagh or Element (as the case may be) reasonably believes is the correct amount for each Disputed Item and be accompanied by a reasonably detailed explanation and supporting documentation.  In no event shall the Notice of Disagreement be amended by Ardagh or Element, as applicable, after the Objection Deadline Date, provided that Ardagh and Element may withdraw a Disputed Item from the Notice of Disagreement delivered by such Party to such other Party.

(e) The Disputed Items shall be resolved as follows:

(i) Ardagh and Element shall first use their reasonable efforts to resolve such Disputed Items during the thirty (30) days following the date of the last Notice of Disagreement or Notice of Acceptance delivered, or if no such notice is delivered, following the Objection Deadline Date for such last notice. 

(ii) Any resolution agreed to in writing by Ardagh and Element as to any such Disputed Items pursuant to Section ‎2.9(e)(i) shall be final and binding upon the Parties.

(iii) If Ardagh and Element do not reach a written resolution of all Disputed Items within the thirty (30)-day period provided in Section ‎2.9(e)(i), Ardagh and Element shall, promptly and in any event within twenty (20) days following the expiration of such thirty (30)-day period, engage the Neutral Accountant to resolve any Unresolved Objections.  If one or more Unresolved Objections are submitted to the Neutral Accountant for resolution, the Parties shall enter into a customary engagement letter, and, to the extent necessary, the Parties shall waive and cause their respective Affiliates to waive any then-existing conflicts with the Neutral Accountant and shall cooperate with the Neutral Accountant in connection with its determination pursuant to this Section ‎2.9.  Within fifteen (15) days after the Neutral Accountant has been retained, Ardagh shall furnish, at its own expense, to the Neutral Accountant and Element a written statement of its position with respect to the Unresolved Objections, and Element shall furnish, at its own expense, to the Neutral Accountant and Ardagh a written statement of its position with respect to the Unresolved Objections.  Within ten (10) days after the expiration of such fifteen (15)-day period, each of Ardagh and Element may deliver to the Neutral Accountant and the other party its response to the position on the Unresolved Objections furnished by the other party.  With each submission, Ardagh and Element shall furnish to the Neutral Accountant such information and documents as may be requested by the Neutral Accountant and may also furnish to the Neutral Accountant such other information and documents as Ardagh or Element, as the case may be, deems relevant, in each case with copies being given to the other Party substantially simultaneously.  The Neutral Accountant shall, at its discretion or at the written request of Ardagh or Element, conduct a conference concerning the Unresolved Objections and Ardagh and Element shall have the right to present additional documents, materials and other information and to have present its Representatives at such conference.  None of the Parties or their respective Representatives shall be permitted to engage in any ex-parte communications (whether written or oral) with the Neutral Accountant.

(iv) The Neutral Accountant shall be instructed to resolve only the Unresolved Objections and shall be instructed not to investigate any other matter independently.  In resolving the Unresolved Objections, the Neutral Accountant may only assign a value to any Disputed Item contained in such Unresolved Objections that is between the values assigned to such Disputed Item by Ardagh, on the one hand and Element, on the other hand (or equal to the value assigned to such Disputed Item by Ardagh or Element) in the applicable Initial Closing Statement or the Notice of Disagreement, as the case may be.  Ardagh and NewCo shall request that the Neutral Accountant (A) make a final determination of the applicable Closing Indebtedness, Closing Cash and Closing Working Capital Amount within thirty (30) days from the date the Unresolved Objections were submitted to the Neutral Accountant and (B) provide a reasonably detailed basis for its determination in respect of each Disputed Item contained in the Unresolved Objections.

(v) The resolution by the Neutral Accountant of the Unresolved Objections, absent fraud, intentional misconduct (including a deliberately misleading submission by a Party or its Representatives) or manifest error, shall be final and binding upon the Parties.  The Parties agree that the procedures set forth in this Section ‎2.9 for resolving disputes with respect to the Initial Closing Statements, the Closing Working Capital Amounts, the Closing Indebtedness Adjustment Amount, the Closing Cash and the other amounts required to be set forth in the Initial Closing Statements pursuant to Section ‎2.9(b) shall be the sole and exclusive method for resolving any such disputes.

(vi) The fees and disbursements of the Neutral Accountant with respect to a Notice of Disagreement delivered by Ardagh shall be allocated between Ardagh, on the one hand, and Element, on the other hand, in proportion to the aggregate amount of the Unresolved Objections so submitted to the Neutral Accountant that are unsuccessfully disputed by Ardagh (as finally determined by the Neutral Accountant) bears to the total amount of the Unresolved Objections so submitted, as determined by the Neutral Accountant in its final determination.

(vii) The fees and disbursements of the Neutral Accountant with respect to a Notice of Disagreement delivered by Element shall be allocated between Element, on the one hand, and Ardagh, on the other hand, in proportion to the aggregate amount of Unresolved Objections so submitted to the Neutral Accountant that are unsuccessfully disputed by Element (as finally determined by the Neutral Accountant) bears to the total amount of the Unresolved Objections so submitted, as determined by the Neutral Accountant in its final determination.

(viii) In acting under this Agreement, the Parties agree that the Neutral Accountant shall be acting as an expert and not an arbitrator, provided that the Neutral Accountant shall be entitled to the immunities of an arbitrator.

(f) A Final Closing Statement shall be final and binding upon the Parties for the purposes of this Agreement upon the earliest to occur of (i) the delivery by Ardagh or Element, as applicable, of the Notice of Acceptance or the failure of Ardagh or Element, as applicable, to deliver the Notice of Disagreement by the Objection Deadline Date; (ii) the resolution of all Disputed Items by Ardagh and Element pursuant to Section ‎2.9(e)(ii); and (iii) the resolution of all Unresolved Objections pursuant to Section ‎2.9(e)(iii)-‎(iv) by the Neutral Accountant.  Within five (5) Business Days after both Final Closing Statements become final and binding upon Ardagh and Element (and if they do not become final and binding on the same day, five (5) Business Days after the last Final Closing Statement to become final and binding becomes such), an adjustment (if any) to the amount of cash paid to Ardagh at Closing or the number of Element NewCo Shares issued to Element at Closing, as applicable, shall be made as follows:

(i) If the sum of (A) the Closing Cash of the Ardagh Purchased Entities, (B) minus the Closing Indebtedness Adjustment Amount of the Ardagh Purchased Entities (if positive), or plus such Closing Indebtedness Adjustment Amount (if negative), and (C) either plus the Closing Working Capital Excess of the Ardagh Purchased Entities or minus the Closing Working Capital Shortfall of the Ardagh Purchased Entities, as the case may

be, (x) exceeds the Ardagh Initial Adjustment, NewCo shall pay or cause to be paid such difference to Ardagh in cash by wire transfer of immediately available funds to the Ardagh Bank Account, or (y) is less than the Ardagh Initial Adjustment, Ardagh shall pay or cause to be paid such difference in cash by wire transfer of immediately available funds to such bank account designated in writing by NewCo, or, if a promissory note has been issued to Ardagh pursuant to Section ‎2.2(a)(i), the outstanding principal amount of such promissory note shall first be reduced by the amount of such difference.

(ii) If the sum of (A) the Closing Cash of the Exal Purchased Entities, (B) minus the Closing Indebtedness Adjustment Amount of the Exal Purchased Entities (if positive), or plus such Closing Indebtedness Adjustment Amount (if negative), and (C) either plus the Closing Working Capital Excess of the Exal Purchased Entities or minus the Closing Working Capital Shortfall of the Exal Purchased Entities, as the case may be, (x) exceeds the Element Initial Adjustment, NewCo shall (1) if Element has issued the Element Note pursuant to Section ‎2.2(b), reduce the outstanding principal amount of the Element Note by the amount of such difference or (2) if Element has not issued the Element Note pursuant to Section ‎2.2(b), issue to Element such additional number of NewCo Shares (rounded to the nearest whole share), free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement), equal to (I) the amount of such difference, divided by (II) the NewCo Per Share Price, or (y) is less than the Element Initial Adjustment, NewCo shall cancel such number of NewCo Shares (rounded to the nearest whole share) issued to Element at Closing equal to (I) the amount of such difference, divided by (II) the NewCo Per Share Price; provided that if the adjustment contemplated by Section ‎2.9(f)(i) and the adjustment contemplated by this Section ‎2.9(f)(ii) would result in Element owning less than fifty-one percent (51.0%) of the then-outstanding NewCo Shares, NewCo shall cancel only such number of NewCo Shares (rounded to the nearest whole share) issued to Element at Closing that would result in Element owning exactly fifty-one percent (51.0%) of the then-outstanding NewCo Shares, and at Element’s election, Element shall either (X) pay to NewCo by wire transfer of immediately available funds an amount in cash equal to the product of (a) the number of NewCo Shares that NewCo would have cancelled but for this proviso, and (b) the NewCo Per Share Price (the “Adjusted Element Owed Amount”) or (Y) (1) if Element has issued the Element Note pursuant to Section ‎2.2(b), the principal amount of the Element Note shall be increased by the amount of the Adjusted Element Owed Amount or (2) if Element has not issued the Element Note pursuant to Section 2.2(b), issue to NewCo a promissory note having a principal amount equal to the Adjusted Element Owed Amount, on terms, including as to interest, maturity date (which shall be no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity) or the fifth (5th) anniversary of the Closing Date) and payment triggers (provided that the then-outstanding principal and accrued interest shall be paid no later than the earlier of a liquidity event of NewCo (to the extent of available liquidity) or the fifth (5th) anniversary of the Closing Date) for such Element Note customary for similar instruments or otherwise reasonably acceptable to Ardagh and Element acting in good faith.  Until such promissory note has been repaid in full, all dividends and distributions to which Element would otherwise be entitled as a shareholder of NewCo shall be applied to pay such promissory note.

(g) Each of the Parties shall execute such customary instruments of transfer, assumptions, filings or documents, in form and substance reasonably satisfactory to Ardagh or Element, as the case may be, required to give effect to the transfers contemplated in this Section ‎2.9.

Article III

Representations and Warranties of Ardagh

3.1 Organization; Authority.

(a) Ardagh and each of the Ardagh Sellers and Ardagh Purchased Entities is a corporation, partnership or other legal entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or organization (to the extent such concepts are recognized under applicable Law).  Each of the Ardagh Purchased Entities has all requisite power and authority to conduct its business as it is now being conducted and to own, lease and operate its property and assets, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business, taken as a whole.  Ardagh has all requisite corporate power and authority to enter into this Agreement and each of the Related Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and each Ardagh Seller shall, immediately prior to the Closing, have all requisite power and authority to execute and deliver the Local Acquisition Agreements, Local Transfer Documents and any other Related Agreements to which such Ardagh Seller is a party and to consummate the transactions contemplated thereby.  Ardagh and each of the Ardagh Purchased Entities is duly licensed or qualified to do business and is in good standing (to the extent such concepts are recognized under applicable Law) in each jurisdiction in which the properties owned or leased by it or the operation of its business requires such licensing or qualification, except to the extent that the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Ardagh has made available to Element true, correct and complete copies of the charter, bylaws or similar organizational and governing documents of each Ardagh Purchased Entity as in effect on the date hereof.

(b) The execution and delivery of this Agreement and each of the Related Agreements to which it is a party by Ardagh, the performance by Ardagh of its obligations hereunder and thereunder and the consummation by Ardagh of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Ardagh (and, upon execution and delivery thereof, the Local Acquisition Agreements and any other Related Agreements to which any Ardagh Seller is a party and the consummation of the transactions contemplated thereby by the Ardagh Seller(s) shall have been duly authorized by all relevant action on the part of such Ardagh Seller(s)).  Other than approvals of Subsidiaries of Ardagh (which shall be obtained prior to Closing), no other action on the part of Ardagh or any of the Ardagh Sellers

(or any of the stockholders or other equityholders of Ardagh) is necessary to authorize this Agreement and the Related Agreements to which Ardagh (or such Ardagh Seller) is a party or the consummation of the transactions contemplated hereby and thereby.  This Agreement has been, and upon their execution and delivery each of the Related Agreements to which Ardagh or any of its Affiliates is a party shall have been, duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other parties thereto) this Agreement constitutes, and upon their execution the Related Agreements to which Ardagh or such Affiliate is a party shall constitute, the legal, valid and binding obligations of Ardagh (or such Affiliate, as applicable), enforceable against it in accordance with their respective terms, except as the enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally or applicable equitable principles (whether considered in a proceeding at law or in equity) (the “Enforceability Exceptions”).

3.2 Capitalization.

(a) Section ‎3.2 of the Ardagh Disclosure Schedule sets forth a list, as of the date of this Agreement, of all the authorized, issued and outstanding (in each case to the extent such concepts are recognized under applicable Law of the jurisdiction of formation or organization) capital stock or other equity or ownership interests of each Ardagh Purchased Entity, including the identities of the holders of such issued and outstanding interests and the number or amount and type of interests held thereby.  With respect to the Ardagh Purchased Entities, (i) except for the Ardagh Equity Interests, and any equity or other ownership interests owned directly or indirectly by other Ardagh Purchased Entities, there are no outstanding equity or other ownership interests of any class or type of or in any of the Ardagh Purchased Entities, (ii) each of the equity or other ownership interests in each Ardagh Purchased Entity is, to the extent applicable, duly authorized, and has been validly issued and is fully paid and non-assessable and is free from any preemptive or similar rights, (iii) there are no outstanding options, warrants, puts, calls, phantom equity, phantom interests or similar rights with respect to the equity or ownership interests of any Ardagh Purchased Entity or any security, instrument, arrangement or understanding convertible into or exchangeable for or granting the right to subscribe for (or requiring the issuance, sale or transfer of) any such equity or other ownership interests and (iv) there are no outstanding obligations of the Ardagh Purchased Entities to repurchase, redeem or otherwise acquire any capital stock of, or other equity or ownership interests in, any of the Ardagh Purchased Entities or any other Person.

(b) All of the issued and outstanding equity or other ownership interests of the Ardagh Purchased Entities are owned, directly or indirectly, by Ardagh free and clear of all Encumbrances.  Subject to Section ‎2.8, upon consummation of the Transactions (and without consideration of any actions taken by NewCo at or following the Closing), NewCo shall own, directly or indirectly, all of the issued and outstanding equity or other ownership interests in the Ardagh Purchased Entities, free and clear of all Encumbrances (other than those imposed by applicable securities Laws or the Shareholders Agreement).  On the Closing Date, the Ardagh Purchased Entities shall not own any equity or other ownership interests in any other Person, except other Ardagh Purchased Entities.

3.3 No Conflict.  The execution, delivery and performance by Ardagh of this Agreement and each of the Related Agreements to which Ardagh is party (and of the Local Acquisition Agreements or

other Related Agreements by the Ardagh Affiliates party thereto), and the consummation of the transactions contemplated hereby and thereby by Ardagh and its Affiliates, do not and shall not (a) violate, conflict with or result in the breach of any provision of the charter, bylaws or similar organizational or governing documents of Ardagh, any Ardagh Seller or any of the Ardagh Purchased Entities; (b) assuming that all Regulatory Approvals have been obtained, contravene, conflict with or violate any Law or Governmental Order applicable to Ardagh or any of the Ardagh Purchased Entities or by which Ardagh or any of the assets or properties of the Ardagh Business is bound or subject; or (c) violate, conflict with, result in any breach of, constitute a default (or an event which, with or without the giving of notice or lapse of time, or both, would become a default) under, or result in the loss of any right or benefit under, or result in the creation or imposition of any Encumbrance (other than a Permitted Encumbrance) on, require any consent, approval or waiver under, or give to others any rights of termination, amendment, acceleration or cancellation of, any Ardagh Material Contract or Permit, except in the case of clauses (b) and (c) (other than, in the case of clause (c), as such clause relates to the Ardagh Existing Indebtedness) for any such breaches, defaults, rights or Encumbrances as would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business, taken as a whole, or prevent or materially impair or delay the ability of Ardagh or any Ardagh Seller to consummate the Transactions.

3.4 Governmental Consents and Approvals.  Except (a) for the Regulatory Approvals and (b) as may be necessary as a result of any facts or circumstances relating solely to Element or its controlled Affiliates, no consent, waiver, authorization, license or approval of, action by, filing with or notification to any Governmental Authority is required for the consummation by Ardagh of the Transactions, except where the failure to obtain such consent, approval or action or to make such filing or notification would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business, taken as a whole, or prevent or materially impair or delay the ability of Ardagh or any Ardagh Seller to consummate the Transactions.

3.5 Financial Information.

(a) True and complete copies of the Ardagh Combined Financial Statements have been made available to Element by Ardagh.

(b) The Ardagh Combined Financial Statements (i) were prepared from the books and records of Ardagh and are complete and accurate; (ii) present fairly, in all material respects, the state of the Ardagh Purchased Entities’ affairs as at the dates thereof and the profits and cash flows for the periods then ended and (iii) were presented on a “carve-out” basis and prepared in accordance with IFRS.

(c) True and complete copies of the Ardagh Combined Interim Financial Statements have been made available to Element.  The Ardagh Combined Interim Financial Statements were prepared in good faith from the books and records of the Ardagh Purchased Entities and in a manner consistent with Ardagh’s past practice for preparing similar quarterly financial information on a “carve-out” basis and, to the Knowledge of Ardagh, were prepared, in all material respects, in accordance with International Accounting Standard 34, “Interim Financial Reporting,” as issued by the IASB.

3.6 No Undisclosed Liabilities.  Except for (a) Liabilities incurred in the ordinary course of business consistent with past practice after December 31, 2018 (the “Balance Sheet Date”), or (b) Liabilities reflected or reserved for in the Ardagh Combined Interim Financial Statements, the Ardagh Business does

not have any Liabilities that would be required to be reflected or reserved against in a combined balance sheet of the Ardagh Purchased Entities prepared in accordance with IFRS, except, in each case, those which would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business.

3.7 Absence of Certain Changes or Events.  

(a) Since the Balance Sheet Date, there has not occurred any change, effect, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

(b) Without limiting the generality of Section ‎3.7(a), (i) except in connection with or in preparation for the Transactions, since the Balance Sheet Date and through the date of this Agreement, the Ardagh Business has been conducted in the ordinary course consistent with past practice in all material respects, and (ii) since the Balance Sheet Date, Ardagh has not, nor has any of its Affiliates, including any Ardagh Purchased Entity, taken any action that, if taken during the period from the date of this Agreement through the Closing, would require the consent of Element pursuant to Sections ‎5.1‎(b),  ‎(c),  ‎(d)(ii),  ‎(e),  ‎(g),  ‎(j),  ‎(k),  ‎(s) or ‎(v).

3.8 Litigation.  As of the date of this Agreement, no Action by or against Ardagh or any of its Affiliates, including any Ardagh Purchased Entity, is pending or, to the Knowledge of Ardagh, threatened in writing, challenging the legality, validity or enforceability of this Agreement or the consummation of the Transactions.  There is no Action pending or, to the Knowledge of Ardagh, threatened against (and there are no outstanding Governmental Orders with respect to) Ardagh or any of its Affiliates (to the extent related to the Ardagh Business or any of its properties or assets or Ardagh Business Employees) or any Ardagh Purchased Entity, by or before any Governmental Authority or by any third party other than such Actions or Governmental Orders as would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business (taken as a whole), or prevent or materially impair or delay the ability of Ardagh or any Ardagh Seller to consummate the Transactions.

3.9 Brokers.  No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement and the Related Agreements based upon arrangements made by or on behalf of Ardagh or any of its Affiliates.

3.10 Compliance with Law; Permits; Anti-Corruption. 

(a) None of Ardagh or the Ardagh Purchased Entities or, as it relates to the Ardagh Business, any other Affiliates of Ardagh, are, or since December 31, 2016 have been, in violation of any Laws applicable to the conduct of the Ardagh Business, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole); provided,  however, that this Section ‎3.10 does not apply with respect to Environmental Laws and any Environmental Permits required thereunder, Intellectual Property, employee benefits matters, labor relations matters or Taxes, which are exclusively the subject of the representations and warranties in Sections ‎3.11,  ‎3.12,  ‎3.14,  ‎3.15 and ‎3.16.

(b) The Ardagh Purchased Entities hold all Permits necessary under applicable Laws for the conduct of the Ardagh Business as presently conducted (which Permits are in full force and effect) and are, and since December 31, 2016 have been, in compliance with the terms of such Permits, except where the failure to have or to be in compliance with such Permits would

not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).  As of the date of this Agreement, no Action is pending or, to the Knowledge of Ardagh, threatened, seeking the revocation or cancellation of any such Permit relating to the Ardagh Business. 

(c) Ardagh, the Ardagh Purchased Entities, Copal S.A.S. and solely as it relates to the Ardagh Business, other Ardagh Affiliates, and to the Knowledge of Ardagh, their respective directors, officers, employees or agents are, and since December 31, 2014 have been, in material compliance with all anti-bribery and anti-corruption Laws applicable to their operations, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act.

(d) Ardagh, the Ardagh Purchased Entities, Copal S.A.S. and solely as it relates to the Ardagh Business, other Ardagh Affiliates are, and since December 31, 2014 have been, in material compliance with all applicable export, import, and sanctions Laws and regulations, and have prepared and timely applied for all material import and export licenses required in accordance with such Laws and regulations for the conduct of the Ardagh Business.  There are no sanctions-related, export-related or import-related Actions pending or, to the Knowledge of Ardagh, threatened against Ardagh, any Ardagh Purchased Entity, Copal S.A.S. or solely as it relates to the Ardagh Business, any other Ardagh Affiliate or any officer or director thereof (in his or her capacity as an officer or director) by or before (or, in the case of a threatened matter, that would come before) any Governmental Authority.

3.11 Environmental Matters.

(a) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole), (i) each of the Ardagh Purchased Entities is and, except for any noncompliance that has been fully and finally resolved, for the past five (5) years has been, in compliance with all applicable Environmental Laws; (ii) the Ardagh Purchased Entities have obtained, currently maintain and are, and for the past five (5) years have been, in compliance with all Environmental Permits required under Environmental Laws for the conduct of the Ardagh Business and to occupy Owned Real Property and Leased Real Property of the Ardagh Purchased Entities; all such Environmental Permits are in full force and effect, and neither Ardagh nor any of its Affiliates have received any written notice from any Governmental Authority relating to the revocation, termination or modification of any such Environmental Permit; (iii) there are no Actions against Ardagh or any of its Affiliates, including any Ardagh Purchased Entity, relating to the Ardagh Business, the Owned Real Property or Leased Real Property of the Ardagh Purchased Entities, or the Ardagh Purchased Entities, pursuant to any Environmental Law pending or, to the Knowledge of Ardagh, threatened in writing; and (iv) there has been no Release of any Hazardous Materials (A) at, in, on or under any Owned Real Property of the Ardagh Purchased Entities, (B) by any Ardagh Purchased Entity or, to the Knowledge of Ardagh, by any other Person, at, in, on or under any of the Leased Real Property of the Ardagh Purchased Entities, or (C) during the period of their ownership or operation thereof, at, in, on or under any facilities formerly owned or operated by the Ardagh Purchased Entities, or at, in, on or under any third-party sites where the Ardagh Purchased Entities are or have been alleged in writing to have Liabilities, in the case of (A), (B) and (C), in a condition that requires investigation or

remediation pursuant to Environmental Laws or which would reasonably be expected to result in any Ardagh Purchased Entity incurring Liabilities.

(b) Ardagh has made available to Element copies of any and all material environmental, health or safety assessments or audit reports or other similar studies or analyses  or reports that otherwise relate to any ongoing investigation, remediation, or open environmental noncompliance matter that were generated in the past five (5) years and are in the possession of Ardagh or any of its controlled Affiliates and that relate to the Ardagh Business, the Owned Real Property of the Ardagh Purchased Entities, the Leased Real Property of the Ardagh Purchased Entities, facilities formerly owned or operated by the Ardagh Purchased Entities, or any third-party sites where the Ardagh Purchased Entities are or have been alleged in writing to have material Liabilities.

(c) (i) The representations and warranties contained in this Section ‎3.11 are the only representations and warranties being made by Ardagh in respect of Environmental Laws and in respect of any environmental or occupational health or safety matter (to the extent it relates to exposure to Hazardous Materials), including natural resources, related in any way to the Ardagh Business, including the properties or assets of Ardagh, or to this Agreement or its subject matter; and (ii) no other representation or warranty of Ardagh or its Affiliates (including the Ardagh Purchased Entities) contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made in respect thereof; provided, however, that this Section ‎3.11(c) shall not eliminate or diminish Ardagh’s obligation to make the representations and warranties contained in Sections ‎3.6 and ‎3.7.

3.12 Intellectual Property.

(a) Ardagh and the Ardagh Purchased Entities have taken commercially reasonable actions to maintain and protect the confidentiality of each item of its material confidential Owned Intellectual Property of the Ardagh Purchased Entities, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).  No material confidential Owned Intellectual Property of the Ardagh Purchased Entities has been disclosed by Ardagh or the Ardagh Purchased Entities to any former or current employee or any third Person, other than pursuant to a written non-disclosure agreement restricting the disclosure and use thereof, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).

(b) Section ‎3.12(b) of the Ardagh Disclosure Schedule sets forth a true, correct and complete list of all of the Registered Owned Intellectual Property of the Ardagh Purchased Entities as of the date hereof.  Except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole), all of the registrations, issuances and applications set forth or required to be set forth on Section ‎3.12(b) of the Ardagh Disclosure Schedule (i) are, to the Knowledge of Ardagh, valid and in full force and effect and (ii) as of the date hereof, have not expired or been cancelled, abandoned or otherwise terminated.  As of the date hereof, an Ardagh Purchased Entity is the sole and exclusive owner of each item of the Owned Intellectual Property of the Ardagh Purchased Entities (“Ardagh Owned Intellectual Property”), and each Ardagh Purchased Entity has continuing rights to use, sell, license and

otherwise exploit (as the case may be) all Intellectual Property licensed to it pursuant to the Business IP Agreements (subject to the terms thereof) (“Ardagh Licensed Intellectual Property”), in each case, free and clear of all exclusive licenses and Encumbrances (other than Permitted Encumbrances), except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).  The Ardagh Owned Intellectual Property and the Ardagh Licensed Intellectual Property, taken together with the rights granted pursuant to the IP Cross License Agreement, the Mutual Services Agreement and Section ‎5.10 of this Agreement (in each case, subject to the terms thereof), constitute all of the Intellectual Property necessary and sufficient for the conduct and operation of the Ardagh Business; provided, however, that this sentence shall not be construed to mean the Ardagh Business does not infringe, misappropriate or violate the Intellectual Property of any other Person, which is solely the subject of Section ‎3.12(e) (first sentence).

(c) At Closing, neither Ardagh nor any of its Subsidiaries will own any Intellectual Property relating to aluminum bottles other than Intellectual Property that is licensed to NewCo pursuant to the IP Cross License Agreement.

(d) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole) and subject to applicable Law, no current or former employee, consultant or contractor of any Ardagh Purchased Entity involved at any time in the invention, creation, conception or other development of any Ardagh Owned Intellectual Property has any right, title or interest in any such Ardagh Owned Intellectual Property.  Except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole), there are no obligations on any of the Ardagh Purchased Entities to remunerate any of their employees for any inventions that any such employees have made that are separate from the standard compensation payable to such employees pursuant to such employees’ relevant employment agreements.

(e) The conduct and  the operation of the Ardagh Business, the Ardagh Owned Intellectual Property and the Ardagh Purchased Entities, have not, since December 31, 2016, infringed, misappropriated or otherwise violated, and currently do not infringe, misappropriate or otherwise violate, the Intellectual Property rights of any other Person, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole), provided that to the extent the conduct and operation of the Ardagh Business or acts or omissions of the Ardagh Purchased Entities were as directed by a third party, such representation and warranty is only made to the Knowledge of Ardagh.  As of the date of this Agreement, there is no Action initiated by any other Person pending or, to the Knowledge of Ardagh, threatened in writing, against Ardagh or any of the Ardagh Purchased Entities alleging that the Ardagh Business or any of the Ardagh Owned Intellectual Property or Ardagh Purchased Entities infringes, misappropriates or otherwise violates the Intellectual Property rights of any other Person or challenging any of the Ardagh Purchased Entities’ rights in or to any of its Intellectual Property; provided that any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to Ardagh or an Ardagh Purchased Entity shall be deemed to be “threatened” rather than “pending”.  To the Knowledge of Ardagh, as of the date hereof, no Person is engaging or has since December 31, 2016 been engaging in any activity that infringes, misappropriates or otherwise violates, any of the Ardagh Owned

Intellectual Property, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).

(f) Except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole), Ardagh and the Ardagh Purchased Entities take and have taken commercially reasonable steps to maintain and protect the performance, confidentiality, integrity and security of the Business Information Technology used in connection with the Ardagh Business.  All such Business Information Technology (i) operates and performs in a manner that is adequate and sufficient in all material respects for the conduct of the Ardagh Business, (ii) performs in material conformance with its documentation, (iii) is free from any material software defect and (iv) does not contain any virus, software routine or hardware component designed to permit unauthorized access, except, in each of clauses (i) through (iv), as would not reasonably be expected to be material, individually or in the aggregate, to the Ardagh Business (taken as a whole).

3.13 Real Property.

(a) Section ‎3.13(a) of the Ardagh Disclosure Schedule sets forth a list, as of the date of this Agreement, of all of the Owned Real Property of the Ardagh Purchased Entities, together with the street address therefor.  The Ardagh Purchased Entities have valid title in fee simple to the Owned Real Property of the Ardagh Purchased Entities, free and clear of all Encumbrances (other than Permitted Encumbrances), and except for Encumbrances that secure the Ardagh Existing Indebtedness that shall be discharged by Ardagh at or prior to Closing.  Prior to the date hereof, Ardagh has made available to Element copies of each deed for the Owned Real Property of the Ardagh Purchased Entities and all title insurance policies and surveys relating to Owned Real Property of the Ardagh Purchased Entities, to the extent in Ardagh’s possession.  (i) Ardagh has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property of the Ardagh Purchased Entities or any portion thereof and (ii) there are no outstanding options, rights of first offer, rights of first refusal or other rights in favor of any Person granted by Ardagh to purchase such Owned Real Property of the Ardagh Purchased Entities or any portion thereof or interest therein.  Each Owned Real Property of the Ardagh Purchased Entities has direct access to a public roadway, or each of the Ardagh Purchased Entities owns a valid and enforceable right of way or easement to and from its Owned Real Property to a public roadway.

(b) Section ‎3.13(b) of the Ardagh Disclosure Schedules sets forth a list, with a street address and description of the related lease documents, of all the real property leased, subleased or otherwise used by the Ardagh Purchased Entities.  Ardagh has made available to Element true and complete copies of the leases, subleases or any other contract granting the right to occupy real property to which it is a party as of the date hereof, including all amendments, modifications, extensions and guaranties thereto relating to Leased Real Property of the Ardagh Purchased Entities (the “Ardagh Leases”).  There has not been any sublease, assignment or any other transfer of rights entered into by Ardagh in respect of the Ardagh Leases.

(c) The Owned Real Property and the Leased Real Property of the Ardagh Purchased Entities constitute all of the interests in real property owned, leased, licensed, used or

held for use primarily in the Ardagh Business and which are necessary for its continued operation as currently conducted.

(d) There is no pending or, to the Knowledge of Ardagh, threatened, appropriation, condemnation or like proceeding or order materially affecting the Owned Real Property of the Ardagh Purchased Entities, the Leased Real Property of the Ardagh Purchased Entities or any part thereof or of any sale or other disposition of the Owned Real Property of the Ardagh Purchased Entities, the Leased Real Properties of the Ardagh Purchased Entities or any part thereof in lieu of condemnation or other matters materially affecting and impairing use by the Ardagh Purchased Entities thereof. 

(e) All improvements and fixtures, and building equipment and machinery having an individual book value of at least $150,000 located on the Owned Real Property, and all improvements and fixtures, and building equipment and machinery having an individual book value of at least $150,000 owned by the Ardagh Purchased Entities located on the Leased Real Property, if any, are in good working order and repair (subject to ordinary wear and tear), and except for any defects that would not impair the use of such improvements, fixtures, building equipment or machinery.

3.14 Employee Benefit Matters.

(a) Section ‎3.14(a)(i) of the Ardagh Disclosure Schedule lists, as of the date hereof, each material Ardagh Transferred Plan and Section ‎3.14(a)(ii) of the Ardagh Disclosure Schedule lists, as of the date hereof, each material Ardagh Retained Plan.  With respect to such Ardagh Transferred Plan,  Ardagh has furnished or made available to Element, to the extent applicable:  (i) a complete and accurate copy of the plan document or if unwritten, a summary thereof (including any trust agreement or annuity contract, if applicable) or, if the Plan is an individual agreement substantially similar to a form, a form thereof, and summary plan description, including all amendments thereto; (ii) the most recent annual report, financial statement and actuarial valuation; (iii) a summary of each material modification; (iv) a copy of any filing with or report to any Governmental Authority for the plan year immediately preceding this Agreement; (v) the most recent determination letter received from the applicable Taxing Authority; and (vi) a copy of the latest account statement reflecting Plan assets, if any.

(b) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business, (i) each of the Ardagh Transferred Plans and, solely with respect to Ardagh Business Employees, Ardagh Retained Plans is, and since December 31, 2016, has been operated and maintained in material compliance in accordance with its terms and all applicable Law, including, as to compliance with the obligation to adjust pension payments pursuant to §▇▇ ▇▇▇▇▇▇ Company Pension Act (Betriebsrentengesetz) to the extent applicable, (ii) all relevant payments in respect of amounts due and payable as of or prior to the date hereof have been made on the relevant due dates in respect of each Ardagh Transferred Plan and, solely with respect to Ardagh Business Employees, each of the Ardagh Retained Plans and (iii) there are no material Actions, investigations or audits pending, or, to the Knowledge of Ardagh, threatened, by any party, including any Governmental Authority, relating to any Ardagh Transferred Plan or, solely with respect to Ardagh Business Employees, any Ardagh Retained Plan, other than routine

claims for benefits, and, to the Knowledge of Ardagh, as of the date hereof, no fact or event exists that could give rise to any such material Action, investigation or audit.

(c) With respect to any Ardagh Transferred Plan and, solely with respect to Ardagh Business Employees, any Ardagh Retained Plan, except as would not, individually or in the aggregate, reasonably be expected to be material to the Ardagh Business:  (i) all employer and employee contributions required by applicable Law or by the terms of such Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices and applicable Law; (ii) each such Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities; and (iii) each such Plan that is a pension plan or otherwise provides for post-employment or retirement payments or benefits and is not a U.S. Pension Plan is (x) funded through insurance or book reserve established for any such Plan, together with any accrued contributions, to the extent sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in any such Plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Plan, or (y) funded in compliance with the minimum applicable regulatory funding objectives, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations to be less than such benefit obligations.

(d) None of Ardagh or its Affiliates sponsors, maintains or contributes to any Plan that provides for post-termination or post-retirement health, medical or life insurance benefits for the benefit of any Ardagh Business Employee or his or her dependents or beneficiaries, except as may be required by applicable Law or at the sole expense of the Ardagh Business Employee or his or her dependents or beneficiaries.

(e) None of Ardagh or its Affiliates has any obligation to gross-up, indemnify or otherwise reimburse any Ardagh Business Employee for any Taxes incurred by such Ardagh Business Employee or any interest or penalty related thereto.

(f) Each Ardagh Transferred Plan and, solely with respect to Ardagh Business Employees, each Ardagh Retained Plan that is intended to be “qualified” under Section 401(a) of the U.S. Code is so qualified and, to the Knowledge of Ardagh, no event has occurred that would reasonably be expected to adversely affect the qualified status of any such Plan (or the tax-exempt status of any related trust).    None of Ardagh or any of its ERISA Affiliates sponsors, maintains, participates in, contributes to or is obligated to contribute to or in the past six (6) years has sponsored, maintained, participated in, contributed to or was obligated to contribute to (i) an “employee pension benefit plan” (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, Section 412 of the U.S. Code or Section 302 of ERISA (including any Multiemployer Plan), (ii) a “multiple employer plan” as defined in Section 413(c) of the U.S. Code or (iii) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA, in each case of clauses (i), (ii) and (iii), subject to ERISA (any such plan identified in clauses (i), or (ii) (iii), a “U.S. Pension Plan”) with respect to Ardagh Business Employees.  With respect to any Ardagh Transferred Plan and, solely with respect to Ardagh Business Employees, any Ardagh Retained Plan that is a Multiemployer Plan, (A) none of Ardagh or its ERISA Affiliates have incurred any liability (whether or not imposed or asserted) due to (x) any complete withdrawal (as defined in Section 4203 of ERISA) or partial withdrawal (as defined in Section 4205 of ERISA)

from such Plan that remains unsatisfied or (y) the termination, insolvency or reorganization of such Plan within the last six (6) years and has not received any notification that any such Plan is in reorganization (within the meaning of Section 4121 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA) or has been terminated (within the meaning of Title IV of ERISA) and, to the Knowledge of Ardagh, no such Plan is expected to be in reorganization, insolvent or terminated and (B) Ardagh has furnished or made available to Element, to the extent applicable:  (1) any estimates of withdrawal liability, (2) any assessments or demands for payment of withdrawal liability and (3) any audits or third party analyses with respect to the status of or withdrawal liability.

(g) With respect to any Ardagh Transferred Plan that is a U.S. Pension Plan: (i) no liability under Title IV of ERISA has been incurred that has not been satisfied in full and no condition exists that is likely to cause Ardagh, its subsidiaries or any of their respective ERISA Affiliates to incur liability thereunder, other than liability for premiums due to the Pension Benefit Guaranty Corporation (“PBGC”) (which premiums have been paid when due), (ii) no failure to satisfy the “minimum funding standards” within the meaning of Section 302 of ERISA and Section 412 of the U.S. Code (whether or not waived) has occurred, (iii) no “reportable event” (as defined in Section 4043 of ERISA), whether or not waived, has occurred or is reasonably expected to result, (iv) all contributions required to be made to any such plan have been timely made, (v) there has been no determination that any such plan is, or is expected to be, in “at risk” status (within the meaning of Section 303 of ERISA), and (vi) no notice from the PBGC relating to the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the Transactions has been received.

(h) Neither the execution and delivery of this Agreement and the Related Agreements nor the consummation of the transactions contemplated by this Agreement and the Related Agreements could reasonably be expected to (either alone or in combination with another event) result in (i) severance pay or any increase in severance pay to any Ardagh Business Employee; (ii) any payment, compensation or benefit becoming due, or increase in the amount of any payment, compensation or benefit due, to any Ardagh Business Employee; (iii) result in any funding of compensation or benefits under any Ardagh Transferred Plan or to any Ardagh Business Employee; (iv) any limitation or restriction on the right to merge, amend or terminate any Ardagh Transferred Plan; or (v) the payment of any amount to any Ardagh Business Employee that could, individually or in combination with any other such payment, constitute an “excess parachute payment,” as defined in Section 280G(b)(1) of the U.S. Code.

3.15 Labor Matters.

(a) Section ‎3.15(a) of the Ardagh Disclosure Schedule lists the Collective Bargaining Agreements and Employee Representative Bodies to which the Ardagh Purchased Entities or, solely with respect to any Ardagh Business Employee, Ardagh or any of its Affiliates other than the Ardagh Purchased Entities is a party to or bound or (as applicable) has established or recognizes.  To the Knowledge of Ardagh, there is no organizational effort currently being made, or threatened by, or on behalf of any Employee Representative Body to organize any Ardagh Business Employees.  Except as set forth in Section ‎3.15(a) of the Ardagh Disclosure Schedule, the consent of, consultation of, or the rendering of formal advice by any Employee Representative

Body is not required for Ardagh to enter into this Agreement or to consummate the Transactions.  There has been no strike, slowdown, work stoppage, lockout or material labor dispute, or other material collective bargaining dispute since December 31, 2016,  with respect to the Ardagh Business or the Ardagh Business Employees.  All Collective Bargaining Agreements to which the Ardagh Purchased Entities or, solely with respect to any Ardagh Business Employee, Ardagh or any of its Affiliates other than the Ardagh Purchased Entities is a party are in full force and effect, and neither the execution and delivery of this Agreement and the Related Agreements, nor the consummation of the transactions contemplated by this Agreement and the Related Agreements, shall constitute a termination event thereunder.

(b) Ardagh and its Affiliates (including the Ardagh Purchased Entities) are, and have been since December 31, 2016, in compliance with (i) all Collective Bargaining Agreements applicable to the Ardagh Purchased Entities, the Ardagh Business and the Ardagh Business Employees and (ii) all applicable Laws pertaining to the employment of Ardagh Business Employees and the services of any independent contractors or consultants to the Ardagh Business, including all such Laws relating to labor, employment, minimum wage and overtime, health and safety, immigration, working time and vacations, classification, fair employment practices, equal employment opportunities, discrimination, harassment and retaliation, and have verified that any employment agencies providing personnel to the Ardagh Business have so complied with such applicable Laws, in each case, except as has not been and would not reasonably to be, individually or in the aggregate, material to the Ardagh Business. 

(c) None of the Ardagh Purchased Entities or, solely with respect to any Ardagh Business Employee, Ardagh or any of its Affiliates other than the Ardagh Purchased Entities have incurred any Liability under any applicable Law regarding notice to employees of terminations in connection with reductions in force that remains unsatisfied, and the Closing shall not trigger any such Liability.  There have been no material redundancy or employee restructuring programs that would be a “mass layoff” or “plant closing” as defined by the U.S. Worker Adjustment and Retraining Notification Act or similar state Laws, or, outside of the United States, any material redundancy or employee restructuring programs resulting in the termination of twenty (20) or more employees at any one location within any 90-day period, carried out in the last six months by any of the Ardagh Purchased Entities or related to the Ardagh Business and no such programs are ongoing or pending.

(d) All Ardagh Business Employees listed on Section ‎6.1(a)(ii) of the Ardagh Disclosure Schedule are wholly or primarily assigned to the Ardagh Business.  No Out-of-Scope Employee is wholly assigned to the Ardagh Business.

3.16 Taxes.

(a) All material Tax Returns required to have been filed by or with respect to the Ardagh Purchased Entities and the Ardagh Business have been timely filed (taking into account any valid extension of time to file granted or obtained) and such Tax Returns are true, correct and complete in all material respects.

(b) All material amounts of Taxes owed by the Ardagh Purchased Entities (whether or not shown on any Tax Return) (i) have been fully and timely paid or (ii) shall be fully and timely paid and have been adequately accrued and reserved in accordance with GAAP or IFRS, as applicable.

(c) There are no pending or threatened Actions against the Ardagh Purchased Entities for any material amount of Taxes, and the Ardagh Purchased Entities have not received notice of any such Action in writing from any Taxing Authority that asserts any deficiency or claim for a material amount of additional Taxes against the Ardagh Purchased Entities, that has not been fully and timely paid, settled or adequately reserved in the most recent Ardagh Combined Financial Statements or Ardagh Combined Interim Financial Statements.

(d) To the Knowledge of Ardagh, no claim has ever been made by any Taxing Authority in a jurisdiction where the Ardagh Purchased Entities do not file Tax Returns that any of the Ardagh Purchased Entities is or may be subject to taxation by, or required to file Tax Returns in, such jurisdiction.

(e) There are no Tax liens on any assets of the Ardagh Purchased Entities or the Ardagh Business (other than Permitted Encumbrances).

(f) The Ardagh Purchased Entities have withheld and paid all material amounts of Taxes required to have been withheld and paid by the Ardagh Purchased Entities in connection with amounts paid or owing to any Ardagh Business Employee, independent contractor, creditor, stockholder or other third party, and have complied in all material respects with all Tax information reporting provisions with respect to such Taxes.

(g) The Ardagh Purchased Entities have never been a member of an affiliated group filing a consolidated, joint, unitary, or combined return (other than an affiliated group as defined in Section 1504(a) of the U.S. Code (or any similar provision of federal, state, provincial or local Law) the common parent of which is one of the Ardagh Purchased Entities), and do not have any liability for the Taxes of any Person (other than one or more of the Ardagh Purchased Entities) under Sections 1.1502-6 or 1.1502-78 of the U.S. Treasury Regulations (or any similar provision involving a consolidated, combined or unitary Tax group of federal, state, provincial or local Law), and none of the Ardagh Purchased Entities are a party to any other agreement entered into by one or more of the Ardagh Purchased Entities relating to the sharing, allocation or indemnification of Taxes, or any other similar agreement, contract or arrangement (other than in the case of transactions entered into in the ordinary course of business the principal subject of which is not Taxes or with respect to third-party financings or similar transactions).

(h) There are no outstanding agreements entered into by the Ardagh Purchased Entities extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, a material amount of Taxes due from any of the Ardagh Purchased Entities for any taxable period and the Ardagh Purchased Entities have not received any request in writing for any such waiver or extension that is currently pending.

(i) None of the Ardagh Purchased Entities have (A) participated in any listed transaction within the meaning of Section 1.6011-4(b)(2) of the U.S. Treasury Regulations (or any similar provision of federal, state, provincial or local Law) or (B) taken any reporting position on a Tax Return, which reporting position (x) if not sustained would be reasonably likely, absent disclosure, to give rise to a penalty for substantial understatement of U.S. federal income Tax under Section 6662 of the U.S. Code (or any similar provision of federal, state, provincial or local Law) or (y) has not adequately been disclosed on such Tax Return in accordance with Section 6662(d)(2)(B) of the U.S. Code (or any similar provision of federal, state, provincial or local Law).

(j) None of the Ardagh Purchased Entities have constituted a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the U.S. Code) in a distribution of shares qualifying for tax-free treatment under Section 355 of the U.S. Code (i) in the last two years prior to the date of this Agreement or (ii) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the U.S. Code) in conjunction with the Transactions.

(k) None of the Ardagh Purchased Entities have been a United States real property holding corporation within the meaning of Section 897(c)(2) of the U.S. Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the U.S. Code.

(l) None of the Ardagh Purchased Entities have executed or entered into a closing agreement pursuant to Section 7121 of the U.S. Code or any similar provision of federal, state, provincial or local Law, and the Ardagh Purchased Entities are not subject to any private letter ruling of the IRS or comparable ruling of any other Taxing Authority, in each case, that relates to and would result in any material amounts of Taxes being imposed on the Ardagh Purchased Entities or NewCo (or any of its Subsidiaries) for any Post-Closing Tax Period and that would, in the absence of such closing agreement or private letter ruling, as applicable, have resulted in such Taxes being attributable to a Pre-Closing Tax Period.

(m) None of the Ardagh Purchased Entities or NewCo will be required to include any amounts in income in, or exclude any items of deduction from, taxable income for any Post-Closing Tax Period as a result of any:  (i) adjustment pursuant to Section 481 of the U.S. Code (or any corresponding or similar provision of state, provincial or local Law) as a result of a change in method of accounting occurring prior to the Closing; (ii) intercompany transactions or excess loss account described in U.S. Treasury Regulations under Section 1502 of the U.S. Code (or any corresponding or similar provision of state, provincial or local Law) made or existing prior to the Closing; (iii) installment sale or open transaction disposition made prior to the Closing; (iv) prepaid amount received prior to the Closing; or (v) election under Section 108(i) of the U.S. Code (or any corresponding or similar provision of state, provincial or local Law) made prior to the Closing.

(n) None of the Ardagh Purchased Entities has elected the installment method for the payment of Taxes incurred pursuant to Section 965 of the U.S. Code.

(o) The (i) PLTA between AGMP, as subsidiary, and AGG, as parent, and (ii) the profit and loss transfer agreement (Gewinnabführungsvertrag) between AGMP and AMPG

dated June 24, 2011 satisfy the requirements for Tax consolidation under German Law, including the requirement that the underlying profit and loss pooling agreement is legally valid and binding and has been performed during its term (Durchführung der Verträge).

(p) (i) The representations and warranties contained in Section ‎3.14 and this Section ‎3.16 are the only representations and warranties being made by Ardagh in respect of Tax Laws and any and all Tax matters; and (ii) no other representation or warranty contained in this Agreement shall apply to any such matters and no other representation or warranty, express or implied, is being made in respect thereof.

3.17 Material Contracts.

(a) Section ‎3.17(a) of the Ardagh Disclosure Schedule lists, as of the date hereof, each of the following Contracts in force on the date hereof to which any Ardagh Purchased Entity is a party or, solely to the extent relating to the Ardagh Business, Ardagh or any of its Affiliates (excluding the Ardagh Purchased Entities) is a party, or by which any of the assets or properties used in the Ardagh Business are bound or subject (together with the Ardagh Existing Indebtedness, collectively, the “Ardagh Material Contracts”), excluding any Plan:

(i) all Contracts for the purchase of equipment, materials, products, supplies or services by the Ardagh Purchased Entities or in respect of the Ardagh Business (each, a “Key Supplier”) that involved payments in excess [*] in the aggregate during the year ended December 31, 2018 (or are expected to involve payments in excess of such amount during fiscal year 2019), other than individual purchase orders made in the ordinary course of business pursuant to any such Contract;

(ii) all Contracts with a customer (each, a “Key Customer”) of the Ardagh Business that generated revenues of more [*] in the aggregate during the year ended December 31, 2018 (or is expected to involve revenues in excess of such amount during fiscal year 2019);

(iii) all Contracts (including any mortgages, deeds of trusts, indentures, guarantees, loans or credit agreements and security agreements) relating to existing Indebtedness in excess [*], other than, in each case, (i) Permitted Encumbrances, (ii) intercompany Indebtedness and (iii) the Ardagh Existing Indebtedness;

(iv) all partnership, joint venture, strategic alliance or similar arrangements with an unaffiliated third party or providing for the sharing of any profits, in each case, other than any Contract with a customer of the Ardagh Business;

(v) all material Business IP Agreements of the Ardagh Purchased Entities;

(vi) the material Ardagh Leases;

(vii) any Contract under which there has been an advance or loan to or guarantee in respect of any other Person which amount is in excess [*] in the aggregate, other than the Ardagh Existing Indebtedness;

(viii) any Contract under which the Ardagh Business or any Ardagh Purchased Entity has continuing material indemnification obligations to any Person, or under which any Ardagh Purchased Entity has, or is required to, assume or guarantee any material Liability of any Person;

(ix) any Contract (A) relating to the acquisition or disposition of any business (whether by merger, sale of stock or assets, or otherwise), under which the Ardagh Business or any Ardagh Purchased Entity has any material obligation with respect to any “earn-out,” deferred or contingent purchase price or other similar contingent obligations or (B) imposing material obligations on any Ardagh Purchased Entity under any conditional sale or title retention provisions;

(x) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock or other equity interests, sale of assets or otherwise) or any material assets or real property, in each case, other than acquisitions or dispositions of equipment, materials, supplies, inventory or products in the ordinary course of business consistent with past practice and other than any Contract pursuant to which no party thereto has any outstanding obligation on the date hereof;

(xi) all Contracts that contain exclusivity obligations that are material to the Ardagh Business, that restrict the ability of the Ardagh Purchased Entities to conduct their business in any material respect or that limit, or purport to limit, in any material respect the ability of the Ardagh Purchased Entities or the Ardagh Business to compete or do business with any Person or in any geographic area (other than any Contract required to be disclosed pursuant to clauses (i) or (ii) above);

(xii) any Contract containing any “most favored nation” (or equivalent pricing provision) in favor of any third party (other than any Contract required to be disclosed pursuant to clauses (i) or (ii) above); and

(xiii) any Contract or arrangement providing for the securitization of any receivables related to the Ardagh Business.

(b) Each Ardagh Material Contract (i) is valid and binding on, and enforceable against, Ardagh and/or its Affiliates (including the Ardagh Purchased Entities) party or subject thereto, and, to the Knowledge of Ardagh, the other parties thereto, and is in full force and effect; and (ii) upon consummation of the transactions contemplated by this Agreement and the Related Agreements, except to the extent that any consents set forth in Section ‎3.3(c) of the Ardagh Disclosure Schedule are not obtained or, in the case of clause ‎(i) or ‎(ii), such Ardagh Material Contract has expired in accordance with its terms, shall continue in full force and effect.  Each of Ardagh and its Affiliates (including the Ardagh Purchased Entities) have performed in all material respects the obligations required to be performed by it under each Ardagh Material Contract, have

not committed any material breach or default thereunder and, to the Knowledge of Ardagh, the counterparties thereto have not committed any material breach of, and are not in default under, any Ardagh Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute such a material breach, violation or default by any of the Ardagh Purchased Entities, or, to the Knowledge of Ardagh, the counterparties thereto.  Ardagh has made available to Element true, correct and complete copies of each written Ardagh Material Contract (including all material amendments, supplements and modifications thereto as are in effect as of the date hereof). 

(c) As of the date of this Agreement, no Key Customer, Key Supplier or counterparty to any of the Contracts described in Section ‎3.17(a)(iv) has notified Ardagh or any of its Affiliates of any intention to terminate or materially alter its relationship with the Ardagh Business.    There are no disputes or grievances pending or, to the Knowledge of Ardagh, threatened or reasonably anticipated involving Ardagh or any of its Affiliates and the counterparties to any of the Contracts described in Section ‎3.17(a)(iv).

3.18 Insurance.  All insurance policies maintained or contributed to by, at the expense of or for the benefit of Ardagh or its Affiliates (in respect of or on behalf of the Ardagh Purchased Entities or the Ardagh Business) that are material to the Ardagh Business (whether or not provided by a third party insurer, “captive” insurer or similar arrangement, collectively, the “Ardagh Insurance Policies”), are in full force and effect, all premiums due with respect to all such insurance policies have been paid, there are no pending claims with respect to the Ardagh Business in respect of which coverage has been denied or disputed by any insurer, and neither Ardagh nor any of its Affiliates have received written notice of any default or any cancellation, non-renewal or termination (other than in connection with normal renewals) of any such Ardagh Insurance Policies, nor has Ardagh or any of its Affiliates received any recommendation from any insurer that would require any material amount of capital expenditure in respect of the Ardagh Business in order to remediate.  To the Knowledge of Ardagh, no event has occurred, including the failure by Ardagh or its Affiliates to give any notice or information, or Ardagh or its Affiliates giving any inaccurate or erroneous notice or information, which limits or impairs the rights of Ardagh or its Affiliates under any Ardagh Insurance Policy.

3.19 Data Privacy.  Ardagh and the Ardagh Purchased Entities have, at all times since December 31, 2016, complied with (to the extent applicable to the conduct of the Ardagh Business) (i) all Privacy Laws, (ii) all of Ardagh’s and the Ardagh Purchased Entities’ policies and procedures regarding Personal Information, and (iii) all Contracts that Ardagh and the Ardagh Purchased Entities have entered into with respect to Personal Information, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).  As of the date hereof, there are no Actions pending or, to the Knowledge of Ardagh, threatened in writing against Ardagh or any of the Ardagh Purchased Entities (to the extent related to the Ardagh Business) alleging a violation of any such Privacy Laws, privacy policies, or contractual commitments with respect to Personal Information, except as would not reasonably be expected to be, individually or in the aggregate, material to the Ardagh Business (taken as a whole).