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”).
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
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
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”).
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
GS ACQUISITION HOLDINGS CORP, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of June 7, 2018Warrant Agreement • August 6th, 2020 • Vertiv Holdings Co • Electronic components, nec • 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”).
