REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Sponsor owns an aggregate of 20,125,000 shares of the Companys Class B common stock, par value $0.0001 per share (the Founder Shares);
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation, as may be amended from time to time;
WHEREAS, on , 2020, the Company granted a right (the Rights) to each holder of its Founder Shares as of the record date to subscribe to purchase warrants, at a purchase price of $1.50 per warrant (the Sponsor Warrants);
WHEREAS, on , 2020, the Sponsor exercised Rights for up to 12,066,667 Sponsor Warrants and entered into that certain Sponsor Warrant Subscription Agreement with the Company (the Sponsor Warrant Subscription Agreement), pursuant to which the Sponsor subscribed to purchase Sponsor Warrants on the date(s) and in the amount(s) specified by the Company in one or more sale notices; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer (or a Co-Chief Executive Officer, if applicable) or Chief Financial Officer of the Company, after