0001193125-18-175155 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • May 25th, 2018 • GS Acquisition Holdings Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2018, by and between GS ACQUISITION HOLDINGS CORP, a Delaware corporation (the “Company”), and [●] (“Indemnitee”).

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GS ACQUISITION HOLDINGS CORP, COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of [•], 2018
Warrant Agreement • May 25th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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”).

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • May 25th, 2018 • GS Acquisition Holdings Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 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 New York, New York 10282
GS Acquisition Holdings Corp • May 25th, 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”):

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