INDEMNITY AGREEMENTIndemnity Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between GS ACQUISITION HOLDINGS CORP II, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
GS ACQUISITION HOLDINGS CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [•], 2020Warrant Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
GS Acquisition Holdings Corp II New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks
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 II, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as the representatives of the several underwriters named therein (each an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 80,500,000 of the Company’s units (including up to 10,500,000 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 (“Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common St
GS Acquisition Holdings Corp II New York, NY 10282GS Acquisition Holdings Corp II • June 11th, 2020 • Blank checks • New York
GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), is pleased to accept the offer GS Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”) has made to purchase 575 shares of the Company’s Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock”), up to 75 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, 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 automatically convert into shares of Class A Common Stock on a one-for-one basis, subject
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GS Sponsor II 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”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • June 11th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
GS Acquisition Holdings Corp II New York, New York 10282GS Acquisition Holdings Corp II • June 11th, 2020 • Blank checks • New York
This letter agreement by and between GS Acquisition Holdings Corp II, a Delaware corporation (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-[•]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
