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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • Blank checks • 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”).
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”).
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 Corp New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 13th, 2018 • GS Acquisition Holdings Corp • 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, 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
