REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 13, 2015, is made and entered into by and among Gores Holdings, Inc., a Delaware corporation (the “Company”), and Gores Sponsor LLC, a Delaware limited liability company (the “Sponsor”, together with the other parties listed on the signature pages hereto 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”).
GORES HOLDINGS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of August 13, 2015Warrant Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 13, 2015, is by and between Gores Holdings, 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”).
35,000,000 Units Gores Holdings, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
Gores Holdings, 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, 35,000,000 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 5,250,000 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 us
AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
THIS AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of August 13, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 19, 2015, by and between GORES HOLDINGS, INC., a Delaware corporation (the “Company”), and Alec Gores (“Indemnitee”).
Gores Holdings, Inc. Beverly Hills, CA 90212 Re: Initial Public Offering Gentlemen:Letter Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 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 warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one-half of one share of Common Stock at a price of $5.75 per half share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the S
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • New York
CONTRIBUTION AGREEMENTContribution Agreement • August 19th, 2015 • Gores Holdings, Inc. • Blank checks • Delaware
CONTRIBUTION AGREEMENT (this “Agreement”), dated as of August 13, 2015, is made and entered into by and among Gores Sponsor LLC, a Delaware limited liability company (“Transferor”), and Gores Holdings, Inc., a Delaware corporation (“Transferee”).
Gores Holdings, Inc.Gores Holdings, Inc. • August 19th, 2015 • Blank checks • New York
This letter will confirm our agreement that, commencing on the date the securities of Gores Holdings, Inc. (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”), The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor LLC, shall make available to the Company, at 9800 Wilshire Blvd., Beverly Hills, CA 90212 (or any successor location), certain office space, utilities, and general office, receptionist and secretarial support as may be reasonably required by the Company. In exchange therefor, the Company shall pay The Gores Group the
