INDEMNITY AGREEMENTIndemnity Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 7, 2018, by and between GS ACQUISITION HOLDINGS CORP, a Delaware corporation (the “Company”), and Raanan A. Agus (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 7, 2018, is made and entered into by and among GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), and GS DC Sponsor I LLC, a Delaware limited liability company (the “Sponsor,” together with the other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
GS ACQUISITION HOLDINGS CORP, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of June 7, 2018Warrant Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 7, 2018, is by and between GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and its wholly-owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively, the “Warrant Agent”).
VERTIV HOLDINGS CO 20,000,000 Shares of Common Stock Underwriting AgreementVertiv Holdings Co • August 9th, 2023 • Electronic components, nec • New York
VPE Holdings, LLC, a Delaware limited liability company (the “Selling Stockholder”) of Vertiv Holdings Co, a Delaware corporation (the “Company”), proposes to sell to BofA Securities, Inc. (the “Underwriter”), an aggregate of 20,000,000 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company (such shares, the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 7, 2018, by and between GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
GS Acquisition Holdings Corp 60,000,000 Units Underwriting AgreementUnderwriting Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 60,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 9,000,000 additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”).
Vertiv Holdings Co 20,000,000 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Goldman Sachs & Co. LLC 200 West Street New York, New York 10282
Vertiv Holdings Co 18,000,000 Shares of Common Stock Underwriting AgreementLetter Agreement • November 5th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
VPE Holdings, LLC (the “Selling Stockholder”) of Vertiv Holdings Co, a Delaware corporation (the “Company”), proposes to sell to J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (collectively, the “Underwriters”), an aggregate of 18,000,000 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Shares”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
WARRANT SUBSCRIPTION AGREEMENT June 7, 2018Warrant Subscription Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), is entered into by and between GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), and the party set forth on the signature page hereto under “Purchaser” (the “Purchaser”).
VERTIV HOLDINGS CO 20,000,000 Shares of Common Stock Underwriting AgreementVertiv Holdings Co • November 4th, 2021 • Electronic components, nec • New York
VPE Holdings, LLC (the “Selling Stockholder”) of Vertiv Holdings Co, a Delaware corporation (the “Company”), proposes to sell to J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. (collectively, the “Underwriters”), an aggregate of 20,000,000 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • December 13th, 2023 • Vertiv Holdings Co • Electronic components, nec
THIS TERM LOAN CREDIT AGREEMENT, dated as of March 2, 2020, as amended by Amendment No. 1, dated as of March 10, 2021, as amended by Amendment No. 2, dated as of June 22, 2023, and as further amended by Amendment No. 2,3, dated as of June 22,December 13, 2023, among VERTIV INTERMEDIATE HOLDING II CORPORATION (“Holdings”), VERTIV GROUP CORPORATION (the “Borrower”), the Lenders party hereto from time to time and CITIBANK, N.A. (“Citi”), as the Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
INDENTURE Dated as of October 22, 2021 Among VERTIV GROUP CORPORATION, VERTIV INTERMEDIATE HOLDING II CORPORATION, THE SUBSIDIARY GUARANTORS PARTY HERETO and UMB BANK, N.A., as Trustee and Collateral Agent 4.125% SENIOR SECURED NOTES DUE 2028Indenture • October 27th, 2021 • Vertiv Holdings Co • Electronic components, nec • New York
This Indenture, dated as of October 22, 2021, is by and among Vertiv Group Corporation, a Delaware corporation (collectively with successors and assigns, the “Issuer”), Vertiv Intermediate Holding II Corporation, a Delaware corporation (“Holdings”), the Subsidiary Guarantors party hereto and UMB Bank, N.A., as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, including its successors and assigns, the “Collateral Agent”), paying agent and registrar.
GS Acquisition Holdings Corp New York, NY 10282GS Acquisition Holdings Corp • May 18th, 2018 • Blank checks • New York
GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), is pleased to accept the offer GS Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 2,875,000 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class B Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class B Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, u
GS Acquisition Holdings Corp New York, New York 10282GS Acquisition Holdings Corp • June 13th, 2018 • Blank checks • New York
This letter agreement by and between GS Acquisition Holdings Corp (the “Company”) and Goldman Sachs Asset Management, L.P., a Delaware limited partnership (“GSAM”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-225035) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
GS Acquisition Holdings CorpLetter Agreement • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between GS Acquisition Holdings Corp, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as the representative of the several underwriters (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 69,000,000 of the Company’s units (including up to 9,000,000 units that may be purchased to cover the Underwriters’ option to purchase additional units, if any) (the “Units”), each comprised of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units
OF VERTIV HOLDINGS CO AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENT FOR SPECIAL ONE-TIME LONG-TERM INCENTIVE (LTI) AWARD RESTRICTED STOCK UNIT AGREEMENT made in Columbus, Ohio, as of [DATE] (the “Grant Date”), between Vertiv Holdings Co (the...Restricted Stock Unit Agreement • April 8th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of February 7, 2020, by and between Vertiv Holdings Co (f/k/a GS Acquisition Holdings Corp), a Delaware corporation (the “Company”), and ______________, an individual (“Indemnitee”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 10th day of December, 2019, by and among GS Acquisition Holdings Corp, a Delaware corporation (the “Issuer”), and the entity named on the signature page hereto (“Subscriber”).
OF VERTIV HOLDINGS CO AND ITS AFFILIATES STOCK OPTION AWARD AGREEMENT FOR DIRECTORSStock Option Award Agreement • April 30th, 2021 • Vertiv Holdings Co • Electronic components, nec • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made in Columbus, Ohio, as of the following date (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and the following individual (“Participant”).
TERM LOAN CREDIT AGREEMENT among CORTES NP INTERMEDIATE HOLDING II CORPORATION, CORTES NP ACQUISITION CORPORATION, as the BORROWER, VARIOUS LENDERS and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE AGENT Dated as of November 30, 2016 JPMORGAN CHASE...Intercreditor Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
THIS TERM LOAN CREDIT AGREEMENT, dated as of November 30, 2016, among CORTES NP INTERMEDIATE HOLDING II CORPORATION (“Holdings”), CORTES NP ACQUISITION CORPORATION (the “Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as the Administrative Agent. All capitalized terms used herein and defined in Section 1 are used herein as therein defined.
STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • March 12th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
STOCK OPTION AWARD AGREEMENT (this “Agreement”) made in Columbus, Ohio, as of February 7, 2020 (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and [EMPLOYEE NAME] (“Participant”).
OF VERTIV HOLDINGS CO AND ITS AFFILIATES STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
STOCK OPTION AWARD AGREEMENT made in Columbus, Ohio, as of February 7, 2020 (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and [EMPLOYEE NAME] (“Participant”).
Adoption AgreementVertiv Holdings Co • December 26th, 2020 • Electronic components, nec
AMENDMENT NO. 4 TO THE TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 4, dated as of January 14, 2020 (this “Amendment”) to the Term Loan Credit Agreement, dated as of November 30, 2016 (as amended by Amendment No. 1, dated as of March 17, 2017 (“Amendment No. 1”), Amendment No. 2, dated as of November 1, 2017 (“Amendment No. 2”), Incremental Amendment No. 1, dated as of December 22, 2017 (“Incremental Amendment No. 1”), Amendment No. 3, dated as of September 28, 2018 (“Amendment No. 3”), and as further amended, supplemented or restated prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among Vertiv Intermediate Holding II Corporation (formerly named Cortes NP Intermediate Holding II Corporation) (“Holdings”), Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as
PRIVATE & CONFIDENTIALVertiv Holdings Co • August 3rd, 2022 • Electronic components, nec • Delaware
This letter confirms your employment with Vertiv Corporation as Chief Technology Officer. The terms and conditions of your employment relationship with Vertiv (Hong Kong) Holdings Limited are generally not addressed in this letter, except as otherwise noted.
PRIVATE & CONFIDENTIALVertiv Holdings Co • August 2nd, 2021 • Electronic components, nec • Hong Kong
Position Appointed : Chief Technology Officer Organization : Vertiv Holdings Co Reporting Line : Rob Johnson, Chief Executive Officer or any company authorized delegate Legal entity Employed : Vertiv Holdings Co Base location : Hong Kong Effective Date of Transfer : March 29, 2021
Confidential Separation Agreement and General Release and Waiver of ClaimsConfidential Separation Agreement • October 31st, 2022 • Vertiv Holdings Co • Electronic components, nec • Ohio
This Confidential Separation Agreement and General Release and Waiver of Claims (“Agreement”) is made by and between Jason Forcier (the “Employee,” “YOU” or “YOUR”) and Vertiv Group Corporation (which owns Vertiv Corporation) and Vertiv Holdings Co, Employee’s current employer (collectively, the “Company”) (each, a “Party” and, collectively, the “Parties”).
OF VERTIV HOLDINGS CO AND ITS AFFILIATES RESTRICTED STOCK UNIT AGREEMENT FOR SPECIAL ONE-TIME LONG-TERM INCENTIVE (LTI) AWARDRestricted Stock Unit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
RESTRICTED STOCK UNIT AGREEMENT made in Columbus, Ohio, as of [DATE] (the “Grant Date”), between Vertiv Holdings Co (the “Company”) and [EMPLOYEE NAME] (“Participant”).
AGREEMENT AND PLAN OF MERGER by and among GS ACQUISITION HOLDINGS CORP, CREW MERGER SUB I LLC, CREW MERGER SUB II LLC, VERTIV HOLDINGS, LLC and VPE HOLDINGS, LLC dated as of December 10, 2019Agreement and Plan of Merger • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
SPECIAL PERFORMANCE AWARD AGREEMENTSpecial Performance Award Agreement • November 21st, 2022 • Vertiv Holdings Co • Electronic components, nec • Delaware
SPECIAL PERFORMANCE AWARD AGREEMENT (this “Agreement”) made as of the following “Grant Date”, between Vertiv Holdings Co (the “Company”) and the following employee (the “Participant”).
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENTThe Revolving Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 4, dated as of January 14, 2020 (this “Amendment”) to the Revolving Credit Agreement, dated as of November 30, 2016 (as amended by Amendment No. 1, dated as of September 28, 2018 (“Amendment No. 1”), Amendment No. 2, dated as of October 19, 2018 (“Amendment No. 2”), Amendment No. 3, dated as of February 15, 2019 (“Amendment No. 3”), and as further amended, supplemented or restated prior to the date hereof, the “Credit Agreement”; the Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”), by and among Vertiv Intermediate Holding II Corporation (formerly named Cortes NP Intermediate Holding II Corporation) (“Holdings”), Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Lead Borrower”), the other Borrowers party hereto, the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”),
AMENDMENT NO. 3 TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec
AMENDMENT NO. 3, dated as of September 28, 2018 (this “Amendment”) to the Term Loan Credit Agreement, dated as of November 30, 2016 (as amended by Amendment No. 1, dated as of March 17, 2017, Amendment No. 2, dated as of November 1, 2017, Incremental Amendment No. 1, dated as of December 22, 2018, and as further amended, supplemented or restated prior to the date hereof, the “Credit Agreement”), by and among Vertiv Group Corporation (formerly named Cortes NP Acquisition Corporation) (the “Borrower”), the several banks and other financial institutions or entities from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A. (“JPMCB”), as Administrative Agent (the “Administrative Agent”) and the other persons party thereto. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
TRA REPURCHASE AGREEMENTTra Repurchase Agreement • January 6th, 2022 • Vertiv Holdings Co • Electronic components, nec • Delaware
This TRA REPURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2021 (the “Effective Date”), is hereby entered into by and between Vertiv Holdings Co, a Delaware corporation (the “Corporate Taxpayer”), and VPE Holdings, LLC, a Delaware limited liability company (the “Stockholder” and, together with the Corporate Taxpayer, collectively, the “Parties”), with reference to that certain Tax Receivable Agreement, dated as of February 7, 2020, by and between the Corporate Taxpayer and the Stockholder (the “Tax Receivable Agreement”). Capitalized terms used in this Agreement that are not defined herein have the meanings assigned to such terms in the Tax Receivable Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2020, is made and entered into by and among Vertiv Holdings Co (f/k/a GS Acquisition Holdings Corp), a Delaware corporation (the “Company”), GS Sponsor LLC, a Delaware limited liability company (the “GS Sponsor Member”), Cote SPAC 1 LLC, a Delaware limited liability company (the “Cote Sponsor Member” and, together with the GS Sponsor Member, the “Sponsor Members”), James Albaugh, Roger Fradin, Steven S. Reinemund (such individuals, collectively, the “Director Holders”), VPE Holdings, LLC, a Delaware limited liability company (the “Vertiv Holder”), GSAH Investors Emp LP, a Delaware limited partnership (the “GS ESC PIPE Investor”), Atlanta Sons LLC, a Delaware limited liability company (the “Cote PIPE Investor”), and the Other Cote Holders (as defined below). The Sponsor Members, the Director Holders, the Vertiv Holder, the GS ESC PIPE Investor, the Cote PIPE Investor, the Other Cote Holde
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 7th, 2020 • Vertiv Holdings Co • Electronic components, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 7, 2020, is hereby entered into by and between Vertiv Holding Co, a Delaware corporation formerly known as GS Acquisition Holdings Corp (the “Corporate Taxpayer”), and VPE Holdings, LLC, a Delaware limited liability company (the “Stockholder” and, together with the Corporate Taxpayer and the Stockholder, collectively, the “Parties”).
