REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 [●] Units Underwriting AgreementUnderwriting Agreement • May 22nd, 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 [●] units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to [●] 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 AGREEMENTWarrant Subscription Agreement • May 22nd, 2018 • GS Acquisition Holdings Corp • Blank checks • New York
GS Acquisition Holdings Corp New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 22nd, 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
