INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 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 [•], 2020Warrant Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 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”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
GS Acquisition Holdings Corp II 70,000,000 Units Underwriting AgreementUnderwriting Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • 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”).
GS Acquisition Holdings Corp II New York, New York 10282 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 24th, 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2020 • GS Acquisition Holdings Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 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”).
