INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 29, 2020, by and between GS ACQUISITION HOLDINGS CORP II, a Delaware corporation (the “Company”), and Tom Knott (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 29, 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 June 29, 2020Warrant Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 29, 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 10282Letter Agreement • July 2nd, 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-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Class A Common
WARRANT PURCHASE AGREEMENT June 29, 2020Warrant Purchase Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (this “Agreement”), is entered into by and between GS Acquisition Holdings Corp II, a Delaware corporation (the “Company”), and GS Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
GS Acquisition Holdings Corp II 70,000,000 Units Underwriting AgreementGS Acquisition Holdings Corp II • July 2nd, 2020 • Blank checks • New York
GS Acquisition Holdings Corp II, 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 70,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 10,500,000 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 29, 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”).
GS Acquisition Holdings Corp II New York, New York 10282GS Acquisition Holdings Corp II • July 2nd, 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. 333-239096) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
