FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2016 • Gores Holdings II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [·], 2016, is made and entered into by and among Gores Holdings II, Inc., a Delaware corporation (the “Company”), Gores Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor 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”).
WARRANT AGREEMENT between GORES HOLDINGS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • October 3rd, 2016 • Gores Holdings II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [·], 2016, is by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 3rd, 2016 • Gores Holdings II, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [·], 2016 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Gores Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Gores Holdings II, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Underwriting Agreement • October 3rd, 2016 • Gores Holdings II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registr
Gores Holdings II, Inc.Administrative Services Agreement • October 3rd, 2016 • Gores Holdings II, Inc. • Blank checks • New York
This letter agreement by and between Gores Holdings II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor II LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
