37,500,000 Units Gores Holdings II, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 9th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
Gores Holdings II, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 37,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 5,625,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 9th, 2017 • Gores Holdings II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [·], 2017 by and between Gores Holdings II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
