0000895345-21-000924 Sample Contracts

ASSIGNMENT AND SUBSCRIPTION AGREEMENT
Assignment and Subscription Agreement • November 1st, 2021 • GSAM Holdings LLC • Measuring & controlling devices, nec

This ASSIGNMENT AND SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this [●] day of [●], 2021, by and among GS Acquisition Holdings Corp II, a Delaware corporation (the “Issuer”), GSAM Holdings LLC, a Delaware limited liability company (“GSAM”) 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).

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AGREEMENT OF JOINT FILING
Joint Filing Agreement • November 1st, 2021 • GSAM Holdings LLC • Measuring & controlling devices, nec

This joint filing agreement (this “Agreement”) is made and entered into as of this 1st day of November 2021, by and among GS Sponsor II LLC, GSAM Holdings LLC, and GSAH II PIPE Investors Employee LP.

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