FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 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 • December 9th, 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 INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [·], 2016 by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [·], 2016, by and between GORES HOLDINGS II, INC., a Delaware corporation (the “Company”), and [·] (“Indemnitee”).
FORM OF SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 9th, 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. Beverly Hills, California 90212Securities Subscription Agreement • December 9th, 2016 • Gores Holdings II, Inc. • Blank checks • New York
Gores Holdings II, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,781,250 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,406,250 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) 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 convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustmen
Gores Holdings II, Inc. 9800 Wilshire Blvd. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Underwriting Agreement • December 9th, 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 • December 9th, 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”):
