EX-4.4





 Exhibit 4.4 

GS ACQUISITION HOLDINGS CORP II 

and 
 CONTINENTAL STOCK
TRANSFER & TRUST COMPANY 
 WARRANT AGREEMENT 

Dated as of [•], 2020 
 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”). 
 WHEREAS, the Company has entered into that
certain Warrant Purchase Agreement with GS Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 8,000,000 warrants (or 9,050,000 warrants in
the aggregate if the Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if
applicable) bearing the legend set forth in Exhibit B hereto (the “Sponsor Warrants”) at a purchase price of $2.00 per Sponsor Warrant; and 

WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loans made to the Company more than 90 days after the date of this Agreement may be convertible into up to an
additional 750,000 Sponsor Warrants at a price of $2.00 per Sponsor Warrant; and 
 WHEREAS, the Company is engaged in an initial public
offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised of one share of Common Stock (as defined below) and one-quarter of one Public Warrant (as
defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 20,125,000 redeemable warrants (including up to 2,625,000 redeemable warrants subject to the Over-allotment Option) to public
investors in the Offering (the “Public Warrants” and, together with the Sponsor Warrants, the “Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the
Company, par value $0.0001 per share (“Common Stock”), for $11.50 per whole share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants will not be able to exercise any
fraction of a Warrant; 
 WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-1, File No. 333-239096 and prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities
Act”), of the Units, the Public Warrants and the shares of Common Stock included in the Units; 












 WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the
Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; 

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and 

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

 

	1.	 Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the
Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 



 

	2.	 Warrants. 


  

	2.1	 Form of Warrant. Each Warrant shall initially be issued in registered form only. 



 

	2.2	 Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the
Warrant Agent, either by manual or facsimile signature, pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 



 

	2.3	 Registration. 



 

	 	2.3.1	 Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be
effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its account, a “Participant”).



 If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the
Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form,
the Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive
certificates in physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A. 

  
 2 













 Physical certificates, if issued, shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, the Chief Executive Officer (or Co-Chief Executive Officer, if applicable), the President, the Chief Financial Officer or the Secretary of the Company. In the event the person whose
facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at
the date of issuance. 
  

	 	2.3.2	 Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and
the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby
(notwithstanding any notation of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. 


  

	2.4	 Detachability of Warrants. The shares of Common Stock and Public Warrants comprising the Units shall
begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally open for normal business (a
“Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., but in
no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an
audited balance sheet reflecting the receipt by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering
(the “Over-allotment Option”), if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release announcing when such separate
trading shall begin. 


  

	2.5	 Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units,
each of which is comprised of one share of Common Stock and one-quarter of one redeemable Public Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be
entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. 


  

	2.6	 Sponsor Warrants. The Sponsor Warrants shall be identical to the Public Warrants, except that so long as
they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Sponsor Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of
Common Stock issuable upon exercise of the Sponsor Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable by the
Company; provided, however, that in the case of (ii), the Sponsor Warrants and any shares of Common Stock issued upon exercise of the Sponsor Warrants may be transferred by the holders thereof: 



  
 3 














	 	(a)	 to the Company’s officers or directors, any affiliates or family members of any of the Company’s
officers or directors, any members of the Sponsor, or any affiliates of the Sponsor or any employee or partner of any such affiliate; 


  

	 	(b)	 in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the
beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; 


  

	 	(c)	 in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;



  

	 	(d)	 in the case of an individual, pursuant to a qualified domestic relations order; 



 

	 	(e)	 by private sales or transfers made in connection with the consummation of the Company’s Business
Combination at prices no greater than the price at which the securities were originally purchased; 


  

	 	(f)	 in the event of the Company’s liquidation prior to the Company’s completion of an initial Business
Combination; 


  

	 	(g)	 by virtue of the laws of Delaware or the Sponsor’s limited liability company agreement, as amended, upon
dissolution of the Sponsor; and 


  

	 	(h)	 in the event of the Company’s completion of a liquidation, merger, stock exchange or other similar
transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of the initial Business Combination; provided, however,
that in the case of clauses (a) through (e) these permitted transferees (the “Permitted Transferees”) must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained
in the letter agreement. 


  

	3.	 Terms and Exercise of Warrants. 



 

	3.1	 Warrant Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of
such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $11.50 per whole share, subject to the adjustments provided in Section 4 hereof and in
the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless
exercise,” to the extent permitted hereunder) described in the prior sentence at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior
to the Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least three (3) business days prior written notice of such reduction to Registered Holders of
the Warrants and, provided further that any such reduction shall be identical among all of the Warrants. 


  

	3.2	 Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise
Period”) (A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve (12) months from the date of the
closing of the Offering, and (B) terminating at the 



  
 4 














	 	
earlier to occur of: (w) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination, (x) the
liquidation of the Company in accordance with the Company’s certificate of incorporation, as amended from time to time, if the Company fails to consummate a Business Combination, and (y) other than with respect to the Sponsor Warrants then
held by the Sponsor or its Permitted Transferees, the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that the exercise of any
Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except with respect to the
right to receive the Redemption Price (as defined below) (other than with respect to a Sponsor Warrant then held by the Sponsor or its Permitted Transferees) in the event of a redemption (as set forth in Section 6 hereof),
each Warrant (other than a Sponsor Warrant then held by the Sponsor or its Permitted Transferees in the event of a redemption) not exercised on or before the Expiration Date shall become null and void, and all rights thereunder and all rights in
respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company
shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants. 


 

	3.3	 Exercise of Warrants. 



 

	 	3.3.1	 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the
Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the
Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to
time, (ii) an election to purchase (“Election to Purchase”) any shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive Warrant
Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each share of Common Stock as to which the
Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows: 



 

	 	(a)	 in lawful money of the United States, in good certified check or good bank draft payable to the order of the
Warrant Agent; 


  

	 	(b)	 in the event of a redemption pursuant to Section 6.1 hereof in which the
Company’s board of directors (the “Board”) has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock
equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, 



  
 5 














	 	
multiplied by the excess of the “Fair Market Value” (as defined in this subsection 3.3.1(b)) over the Warrant Price by (y) the Fair Market Value and (B) 0.365. Solely for
purposes of this subsection 3.3.1(b), Section 6.2 and Section 6.4, the “Fair Market Value” shall mean the average last reported sale price of the Common Stock for the ten
(10) trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof; 


 

	 	(c)	 with respect to any Sponsor Warrant, so long as such Sponsor Warrant is held by the Sponsor or a Permitted
Transferee, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the
“Fair Market Value” (as defined in this subsection 3.3.1(c)) over difference between the Warrant Price, by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice of exercise of the Warrant is sent to the Warrant Agent; 



 

	 	(d)	 as provided in Section 6.2 with respect to a Make-Whole Exercise; or 



 

	 	(e)	 as provided in Section 7.4 hereof. 



The Warrant Agent shall forward funds received for warrant exercises in a given month by the 5th business day of the following month by wire
transfer to an account designated by the Company. 
  

	 	3.3.2	 Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the
number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned
Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise
of a Warrant and shall have no obligation to settle such Warrant exercise unless a (a) registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and (b) a
prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon
exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the
Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Public Warrants may exercise its Public Warrants only for a whole number of shares of Common Stock. In no event will the
Company be required to 



  
 6 














	 	
net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4.
If, by reason of any exercise of Warrants on a “cashless basis,” the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Company shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder. 

  

	 	3.3.3	 Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity
with this Agreement shall be validly issued, fully paid and non-assessable. 


  

	 	3.3.4	 Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for
shares of Common Stock is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of
the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share transfer books of the Company or book-entry
system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer books or book-entry system are open.



  

	 	3.3.5	 Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be
subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such election. If the election is made by a holder, such holder
shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of
9.8% or such other amount as the holder may specify (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number
of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall
exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected in
(1) the Company’s most 



  
 7 














	 	
recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Company’s transfer agent setting
forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days confirm orally and in writing to such holder the number
of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any
other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company. 


 

	4.	 Adjustments. 


  


	4.1	 Stock Dividends. 



 

	 	4.1.1	 Split-Ups. If after the date hereof, and subject to the
provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of
Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased
in proportion to such increase in the outstanding shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair Market Value” (as defined
below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such
rights offering that are convertible into or exercisable for the shares of Common Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the
Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable for shares of Common Stock, there shall
be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Common Stock as reported
during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.



  

	 	4.1.2	 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired,
shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the shares of Common Stock on account 



  
 8 














	 	
of such shares of Common Stock (or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above,
(b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of the shares of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to allow
redemptions in connection with its initial Business Combination or to redeem 100% of the Company’s public shares of Common Stock if the Company does not complete its initial Business Combination within the time period set forth therein or
(ii) with respect to any other provision relating to the Company’s stockholders’ rights or pre-initial Business Combination activity, or (e) in connection with the redemption of public
shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as
an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board,
in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash
distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the
date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant). 


 

	4.2	 Aggregation of Shares. If after the date hereof, and subject to the provisions of
Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the
effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding
shares of Common Stock. 


  

	4.3	 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the
exercise of the Warrants is adjusted, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of
Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 



  
 9 














	4.4	 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of
the outstanding shares of Common Stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such shares of Common Stock), or in the case of any
merger or consolidation of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a
dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”);
provided, however, that (i) if the holders of the shares of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such merger or consolidation, then
the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the
shares of Common Stock in such merger or consolidation that affirmatively make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the shares of Common Stock (other than a
tender, exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation or as a result of the
repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker
thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate
of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer,
accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly
equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders of the shares of Common Stock in the applicable
event is payable in the form of common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted 



  
 10 














	 	
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable
event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in
effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant
Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For
purposes of calculating such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock as
reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined
as of the trading day immediately prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant.
“Per Share Consideration” means (i) if the consideration paid to holders of the shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the
volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a
change in shares of Common Stock covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4. The provisions of this
Section 4.4 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value per share
issuable upon exercise of the Warrant. 

  

	4.5	 Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of
Common Stock issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or decrease, if any, in the number of
shares of Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event specified in
Sections 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date
or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event. 


  

	4.6	 No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the
Company shall not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of
such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder. 



  
 11 














	4.7	 Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this
Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement; provided,
however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed. 


  

	4.8	 Other Events. In case any event shall occur affecting the Company as to which none of the provisions of
preceding subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the
intent and purpose of this Section 4, then, in each such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national standing, which shall give
its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms
of such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination. The Company shall
adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion. 


  

	5.	 Transfer and Exchange of Warrants. 



 

	5.1	 Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any
outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request. 


  

	5.2	 Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a
written request for exchange or transfer reasonably acceptable to the Warrant Agent, duly executed by the registered holder thereof, or by a duly authorized attorney, and thereupon the Warrant Agent shall issue in exchange therefor one or more new
Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant, each
Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event
that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Sponsor Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion
of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. 



  
 12 














	5.3	 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or
exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units. 


  

	5.4	 Service Charges. No service charge shall be made for any exchange or registration of transfer of
Warrants. 


  

	5.5	 Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to
deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant
Agent with Warrants duly executed on behalf of the Company for such purpose. 


  

	5.6	 Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged
only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall
operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.



  

	6.	 Redemption. 


  

	6.1	 Redemption of Warrants when the price per share of Common Stock equals or exceeds $18.00. Subject to
Sections 6.5 and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office(s) of the Warrant Agent, upon
notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at the price (the “Redemption Price”) of $0.01 per Warrant, provided that (i) the last sales price of the Common
Stock reported has been at least $18.00 per share (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days, within the thirty
(30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given and (ii) there is an effective registration statement covering the shares of
Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below) or
the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1. 


  

	6.2	 Redemption of Warrants when the price per share of Common Stock equals or exceeds $10.00. Subject to
Sections 6.5 and 6.6 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, commencing ninety (90) days after they are first exercisable and prior to their expiration, at the office of
the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the last reported sales price of the Common
Stock reported has been at least $10.00 per share (subject to adjustment in compliance with Section 4 hereof), on the trading day prior to the date on which notice of the redemption is given and (ii) there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption




  
 13 














	 	
Period (as defined in Section 6.3 below). During the Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to
exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the
period to expiration of the Warrants) and the “Fair Market Value” (as such term is defined in subsection 3.3.1(b)) (a “Make-Whole Exercise”). 


 

																																					
	 	  	Fair Market Value of shares of Common Stock ($)	 
	 Redemption Date (period to expiration of the Warrants)
	  	£10	 	  	11	 	  	12	 	  	13	 	  	14	 	  	15	 	  	16	 	  	17	 	  	318	 
	 57 months
	  	 	0.257	 	  	 	0.277	 	  	 	0.294	 	  	 	0.310	 	  	 	0.324	 	  	 	0.337	 	  	 	0.348	 	  	 	0.358	 	  	 	0.365	 
	 54 months
	  	 	0.252	 	  	 	0.272	 	  	 	0.291	 	  	 	0.307	 	  	 	0.322	 	  	 	0.335	 	  	 	0.347	 	  	 	0.357	 	  	 	0.365	 
	 51 months
	  	 	0.246	 	  	 	0.268	 	  	 	0.287	 	  	 	0.304	 	  	 	0.320	 	  	 	0.333	 	  	 	0.346	 	  	 	0.357	 	  	 	0.365	 
	 48 months
	  	 	0.241	 	  	 	0.263	 	  	 	0.283	 	  	 	0.301	 	  	 	0.317	 	  	 	0.332	 	  	 	0.344	 	  	 	0.356	 	  	 	0.365	 
	 45 months
	  	 	0.235	 	  	 	0.258	 	  	 	0.279	 	  	 	0.298	 	  	 	0.315	 	  	 	0.330	 	  	 	0.343	 	  	 	0.356	 	  	 	0.365	 
	 42 months
	  	 	0.228	 	  	 	0.252	 	  	 	0.274	 	  	 	0.294	 	  	 	0.312	 	  	 	0.328	 	  	 	0.342	 	  	 	0.355	 	  	 	0.364	 
	 39 months
	  	 	0.221	 	  	 	0.246	 	  	 	0.269	 	  	 	0.290	 	  	 	0.309	 	  	 	0.325	 	  	 	0.340	 	  	 	0.354	 	  	 	0.364	 
	 36 months
	  	 	0.213	 	  	 	0.239	 	  	 	0.263	 	  	 	0.285	 	  	 	0.305	 	  	 	0.323	 	  	 	0.339	 	  	 	0.353	 	  	 	0.364	 
	 33 months
	  	 	0.205	 	  	 	0.232	 	  	 	0.257	 	  	 	0.280	 	  	 	0.301	 	  	 	0.320	 	  	 	0.337	 	  	 	0.352	 	  	 	0.364	 
	 30 months
	  	 	0.196	 	  	 	0.224	 	  	 	0.250	 	  	 	0.274	 	  	 	0.297	 	  	 	0.316	 	  	 	0.335	 	  	 	0.351	 	  	 	0.364	 
	 27 months
	  	 	0.185	 	  	 	0.214	 	  	 	0.242	 	  	 	0.268	 	  	 	0.291	 	  	 	0.313	 	  	 	0.332	 	  	 	0.350	 	  	 	0.364	 
	 24 months
	  	 	0.173	 	  	 	0.204	 	  	 	0.233	 	  	 	0.260	 	  	 	0.285	 	  	 	0.308	 	  	 	0.329	 	  	 	0.348	 	  	 	0.364	 
	 21 months
	  	 	0.161	 	  	 	0.193	 	  	 	0.223	 	  	 	0.252	 	  	 	0.279	 	  	 	0.304	 	  	 	0.326	 	  	 	0.347	 	  	 	0.364	 
	 18 months
	  	 	0.146	 	  	 	0.179	 	  	 	0.211	 	  	 	0.242	 	  	 	0.271	 	  	 	0.298	 	  	 	0.322	 	  	 	0.345	 	  	 	0.363	 
	 15 months
	  	 	0.130	 	  	 	0.164	 	  	 	0.197	 	  	 	0.230	 	  	 	0.262	 	  	 	0.291	 	  	 	0.317	 	  	 	0.342	 	  	 	0.363	 
	 12 months
	  	 	0.111	 	  	 	0.146	 	  	 	0.181	 	  	 	0.216	 	  	 	0.250	 	  	 	0.282	 	  	 	0.312	 	  	 	0.339	 	  	 	0.363	 
	 9 months
	  	 	0.090	 	  	 	0.125	 	  	 	0.162	 	  	 	0.199	 	  	 	0.237	 	  	 	0.272	 	  	 	0.305	 	  	 	0.336	 	  	 	0.362	 
	 6 months
	  	 	0.065	 	  	 	0.099	 	  	 	0.137	 	  	 	0.178	 	  	 	0.219	 	  	 	0.259	 	  	 	0.296	 	  	 	0.331	 	  	 	0.362	 
	 3 months
	  	 	0.034	 	  	 	0.065	 	  	 	0.104	 	  	 	0.150	 	  	 	0.197	 	  	 	0.243	 	  	 	0.286	 	  	 	0.326	 	  	 	0.361	 
	 0 months
	  	 	—	 	  	 	—	 	  	 	0.042	 	  	 	0.115	 	  	 	0.179	 	  	 	0.233	 	  	 	0.281	 	  	 	0.323	 	  	 	0.361	 

 The exact Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in
which case, if the Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise
redeemed will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower Fair Market Values and the earlier and later redemption dates, as applicable, based on a
365- or 366-day year, as applicable. 
 The stock prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4. The adjusted stock prices in the column headings shall equal
the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of
shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a Warrant. In no event will the number
of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment). 

  
 14 














	6.3	 Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the
Warrants pursuant to Section 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the
Company not less than thirty (30) days prior to the Redemption Date (such 30-day period, the “Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last
addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. 



 

	6.4	 Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
basis” in accordance with subsection 3.3.1(b) or Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3
hereof and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall
contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in
such case. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price. 



 

	6.5	 Exclusion of Sponsor Warrants. The Company agrees that the redemption rights provided in
Section 6.1 and Section 6.2 shall not apply to the Sponsor Warrants if at the time of the redemption such Sponsor Warrants continue to be held by the initial holder thereof or its Permitted
Transferees. However, once such Sponsor Warrants are transferred (other than to Permitted Transferees under subsection 2.6), the Company may redeem the Sponsor Warrants, provided that the criteria for redemption are met, including the
opportunity of the holder of such Sponsor Warrants to exercise the Sponsor Warrants prior to redemption pursuant to Section 6.4. Sponsor Warrants that are transferred to persons other than Permitted Transferees shall upon
such transfer cease to be Sponsor Warrants and shall become Public Warrants under this Agreement. 


  

	6.6	 Public Warrants Held By the Company’s Officers or Directors. The Company agrees that if Public
Warrants are held by any of the Company’s officers or directors, the Public Warrants held by such officers and directors will be subject to the redemption rights provided in Section 6.2, except that such officers and
directors shall only receive “Fair Market Value” (“Fair Market Value” in this Section 6.6 shall mean the last reported sale price of the Public Warrants on the applicable Redemption Date) for such Public Warrants so
redeemed. 


  

	7.	 Other Provisions Relating to Rights of Holders of Warrants. 



 

	7.1	 No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights
of a stockholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter. 



  
 15 














	7.2	 Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed,
the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at
any time enforceable by anyone. 


  

	7.3	 Reservation of Shares of Common Stock. The Company shall at all times reserve and keep available a
number of its authorized but unissued shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 



 

	7.4	 Registration of Shares of Common Stock; Cashless Exercise at Company’s Option.



  

	 	7.4.1	 Registration of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event
later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act of
the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of
the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the
Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance of the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a
“cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and
(B) 0.365. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day
prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise” is received by the Warrant Agent shall be
conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside
law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in 



  
 16 














	 	
accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable
under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall not be required to bear a restrictive legend.
Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the
first three sentences of this subsection 7.4.1. 

  

	 	7.4.2	 Cashless Exercise at Company’s Option. If Common Stock is at the time of any exercise of a Warrant
not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any successor statute), the Company may, at its option, (i) require
holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any successor statute) as described in subsection 7.4.1
and (ii) in the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise
of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common Stock issuable upon exercise of the Public Warrant under
applicable blue sky laws to the extent an exemption is not available. 


  

	8.	 Concerning the Warrant Agent and Other Matters. 



 

	8.1	 Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be
imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company and the Warrant Agent shall not be obligated to pay any transfer taxes in respect of
the Warrants or such shares of Common Stock. 


  

	8.2	 Resignation, Consolidation, or Merger of Warrant Agent. 



 

	 	8.2.1	 Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act
or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such
resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of
New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the
laws of the State of New York, in good standing 



  
 17 














	 	
and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or
examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 

  


	 	8.2.2	 Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the
Company shall give notice thereof to the predecessor Warrant Agent and the Company’s transfer agent for the shares of Common Stock not later than the effective date of any such appointment. 



 

	 	8.2.3	 Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with
which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any further act. 



 

	8.3	 Fees and Expenses of Warrant Agent. 



 

	 	8.3.1	 Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as
such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.



  

	 	8.3.2	 Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be
performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the provisions of this Agreement.



  

	8.4	 Liability of Warrant Agent. 



 

	 	8.4.1	 Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the
Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chairman of the Board, the Chief Executive Officer (or Co-Chief Executive Officer, if applicable),
the President, the Chief Financial Officer or the Secretary of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
Agreement. 



  
 18 














	 	8.4.2	 Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful
misconduct or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the
execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct or bad faith. 


  

	 	8.4.3	 Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this
Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any
Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining of
the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this
Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid and non-assessable. 



 

	8.5	 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and
agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and pay to the Company, all monies received by
the Warrant Agent for the purchase of shares of Common Stock through the exercise of the Warrants. 


  

	8.6	 Waiver. The Warrant Agent has no right of set-off or any other
right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the Company and
Continental Stock Transfer & Trust Company, as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account. 


  

	9.	 Miscellaneous Provisions. 



 

	9.1	 Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or
the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns. 


  

	9.2	 Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant
Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when delivered if by hand or overnight delivery or if sent by trackable mail or private courier service when sent, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows: 



  
 19 













 GS Acquisition Holdings Corp II 

200 West Street 
 New York, New
York 10282 
 Attention: General Counsel 

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the
Warrant Agent shall be sufficiently given when delivered if by hand or overnight delivery or if sent by trackable mail or private courier service when sent, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows: 
 Continental Stock Transfer & Trust Company 

One State Street, 30th Floor 

New York, NY 10004 
 Attention:
Compliance Department 
  

	9.3	 Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants
shall be governed by and construed in accordance with the laws of the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York
General Obligations Law and New York Civil Practice Laws and Rule 327(b). The Company hereby agrees that any action, proceeding or claim against it arising out of, or otherwise based on, this Agreement shall be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. 


  

	9.4	 Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon,
or give to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns and of the Registered Holders of the Warrants.



  

	9.5	 Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable
times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.



  

	9.6	 Counterparts; Electric Signatures. This Agreement may be executed in any number of original or facsimile
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. A signature to this Agreement transmitted electronically shall have
the same authority, effect, and enforceability as an original signature. 



  
 20 














	9.7	 Effect of Headings. The section headings herein are for convenience only and are not part of this
Agreement and shall not affect the interpretation thereof. 


  

	9.8	 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered
Holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or defective provision
contained herein or (ii) adding or changing any provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the
Registered Holders under this Agreement. All other modifications or amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Sponsor Warrants, shall
require the vote or written consent of the Registered Holders of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Sponsor Warrants or any provision of this Agreement with respect to the
Sponsor Warrants, 50% of the then-outstanding Sponsor Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively,
without the consent of the Registered Holders. 


  

	9.9	 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any
term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there
shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. 



 

	9.10	 Business Continuity Plan. The Warrant Agent shall maintain plans for business continuity, disaster
recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of production, loss of systems, loss of equipment,
failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity Plan”). Such Business Continuity Plan shall include, but shall not be
limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary. In addition, in the event that the Warrant Agent has knowledge of an incident affecting the integrity or availability of such Business
Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable law or regulation) after the Warrant Agent becomes aware of such incident,
notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the status of all related remediation efforts in connection with such incident.
The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects. 



  
 21 














	9.11	 Confidentiality. The Warrant Agent and the Company agree that all books, records, information and data
pertaining to the business of the other party, including inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying out of
this Warrant Agreement, including the fees for services, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without limitation, pursuant to requests from
the Securities and Exchange Commission and subpoenas from state or federal government authorities (e.g., in divorce and criminal actions). 



Exhibit A Form of Warrant Certificate 

Exhibit B Legend — Sponsor’s Warrants 

  
 22 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written. 
  

			
	GS ACQUISITION HOLDINGS CORP II
		
	By:	 	              

		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
		
	By:	 	              

		 	Name:
		 	Title:


 [Signature Page to Warrant Agreement] 












 EXHIBIT A 

Form of Warrant Certificate 

[FACE] 
 Number 

Warrants 
 THIS WARRANT
SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO 
 THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR 

IN THE WARRANT AGREEMENT DESCRIBED BELOW 

GS Acquisition Holdings Corp II 

Incorporated Under the Laws of the State of Delaware 

CUSIP [•] 
 Warrant
Certificate 
 This Warrant Certificate certifies that
                , or registered assigns, is the registered holder of                 
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of GS Acquisition Holdings Corp II,
a Delaware corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through
“cashless exercise” as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below,
subject to the conditions set forth herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement. 

Each whole Warrant is initially exercisable for one fully paid and non-assessable share of Common
Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise of Warrant, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole
number of the number of shares of Common Stock to be issued to the holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant
Agreement. 
 The initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per whole share. The Exercise Price is
subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 
 Subject to the conditions set forth in
the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period, such Warrants shall become null and void. 












 Reference is hereby made to the further provisions of this Warrant Certificate set forth on
the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place. 
 This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 
 This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York. 
  

			
	GS ACQUISITION HOLDINGS CORP II
		
	By:	 	
                 

		 	Name:
		 	Title:
	
	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
		
	By:	 	
                 

		 	Name:
		 	Title:














 [Form of Warrant Certificate] 

[Reverse] 
 The Warrants
evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive                  shares of Common Stock
and are issued or to be issued pursuant to a Warrant Agreement dated as of [•], 2020 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York
corporation, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a
description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or
Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement. 
 Warrants may be exercised at any time during the Exercise Period set forth in the Warrant
Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the
Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the designated office(s) of the Warrant Agent. In the event that upon any exercise of Warrants evidenced
hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised. 
 Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the
time of exercise (i) a registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the shares of Common Stock is current, except
through “cashless exercise” as provided for in the Warrant Agreement. 
 The Warrant Agreement provides that upon the occurrence
of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to
receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant. 

Warrant Certificates, when surrendered at the designated office(s) of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of Warrants. 
 Upon due presentation for registration of transfer of
this Warrant Certificate at the office(s) of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other third-party charges imposed in connection therewith. 












 The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company. 












 Election to Purchase 

(To Be Executed Upon Exercise of Warrant) 

The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
                 shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of GS Acquisition Holdings Corp II (the
“Company”) in the amount of $                 in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common
Stock be registered in the name of                 , whose address is                 
and that such shares of Common Stock be delivered to whose address is                 . If said number of shares of Common Stock is less than all of the shares of Common
Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of
                , whose address is                 , and that such Warrant Certificate be
delivered to                 , whose address is                 . 

In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 or
Section 6.2 of the Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is
exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of the Warrant Agreement. 

In the event that the Warrant is a Sponsor Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement. 

In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the
Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. 

In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following:
The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive shares of Common Stock. If said number of shares of Common Stock
is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be
registered in the name of                 , whose address is                 , and that
such Warrant Certificate be delivered to                 , whose address is
                . 
  

			
	
Date:                ,
                
	  	
                   
         (Signature)

		
		  	(Address)













 
	
	  

	(Tax Identification Number)


 Signature Guaranteed: 
  

	
	  


 THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 (OR ANY SUCCESSOR RULE) UNDER THE SECURITIES EXCHANGE ACT, OF 1934, AS AMENDED). 












 EXHIBIT B 

LEGEND 
 THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENTS BY AND AMONG GS ACQUISITION HOLDINGS CORP II (THE
“COMPANY”), GS SPONSOR II LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS
INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH
TRANSFER PROVISIONS. 
 SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.