Gores Holdings, Inc. c/o The Gores Group, LLC Beverly Hills, California 90212Gores Holdings, Inc. • June 17th, 2015 • Blank checks • New York
We are pleased to accept the offer Gores Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 shares of Class F common stock (“Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of Gores Holdings, Inc., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will automatically convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustment, upon the terms and conditions
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • June 17th, 2015 • Gores Holdings, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of June 12, 2015 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Gores Sponsor LLC, a Delaware Limited Liability Company (the “Purchaser”).
