GS Acquisition Holdings Corp II New York, New York 10282 Re: Sponsor Agreement Ladies and Gentlemen:Letter Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the Business Combination Agreement (together with the exhibits and schedules thereto, as amended, supplemented, otherwise modified, the “Business Combination Agreement”), dated as of the date hereof, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “SPAC”), Mirion Technologies (TopCo), Ltd., a Jersey private company (the “Company”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), each of the other persons set forth on Annex I thereto and the other holders of Existing Company Shares from time to time becoming a party thereto by executing a Joinder Agreement in the form of Exhibit H thereto (collectively, together with each Charterhouse Party, the “Sellers”), and hereby amends and restates in its entirety that certain letter, dated June 29, 2020, from GS Sponsor II LLC, a Delaware limited liabil
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Mirion Technologies, Inc., a Delaware corporation (the “Company”), GS Sponsor II LLC, a Delaware limited liability company (the “GS Sponsor Member”), GS Acquisition Holdings II Employee Participation LLC, a Delaware limited liability company (the “GS Employee Vehicle”, and together with the GS Sponsor Member, the “GS Founder Share Members”), GSAM Holdings LLC, a Delaware limited liability company (the “GS Equity Investor”), the Charterhouse Holders (as defined below) and the Target Shareholders (as defined below) listed on the signature pages hereto. Such Target Shareholders, together with the GS Founder Share Members, the GS Equity Investor and the Charterhouse Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Sections 6.2 or 6.10 of this Agreement are each referred to herein as a “Holder” and collectively t
SUBSCRIPTION AGREEMENTSubscription Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 17th day of June, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Issuer”), and the entity named on the signature page hereto (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
OPTION AGREEMENTOption Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Option Agreement (this “Agreement”) is entered into as of [●], 2021, by and between GSAM Holdings LLC, a Delaware limited liability company (the “Purchaser”), GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and the persons named as Option Sellers on the signature pages hereto (the “Option Sellers”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
BUSINESS COMBINATION AGREEMENT by and among GS ACQUISITION HOLDINGS CORP II, MIRION TECHNOLOGIES (TOPCO), LTD., CHARTERHOUSE GENERAL PARTNERS (IX) LIMITED, and THE OTHER SELLERS NAMED HEREIN dated as of June 17, 2021Director Nomination Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Business Combination Agreement (this “Agreement”), dated as of June 17, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “SPAC”), Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (the “Company”), for the limited purpose set forth herein, CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (collectively, the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, for the limited purpose set forth herein, each of the other Persons set forth on Annex I hereto (together with the Charterhouse Parties, the “Supporting Company Holders”) and, for the limited purpose set forth herein, the other holders of Existing Company Shares from time to time becoming a party hereto by executing a Joinder Agreement in the form of Exhibit H hereto (each, a “Joining Seller” and collectively, the “Joining Sellers” and, together with each Supporting Company
BACKSTOP AGREEMENTBackstop Agreement • June 21st, 2021 • GS Acquisition Holdings Corp II • Blank checks • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of June 17, 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GSAM Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Business Combination Agreement, dated as of the date hereof, by and among the Company, Mirion Technologies (TopCo), Ltd., a Jersey private company limited by shares (“Mirion”), CCP IX LP No. 1, CCP IX LP No. 2, CCP IX Co-Investment LP and CCP IX Co-Investment No. 2 LP (the “Charterhouse Parties”), each acting by their general partner, Charterhouse General Partners (IX) Limited, and the other parties named therein (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Business Combination Agreement”).
