Gores Holdings II, Inc. Beverly Hills, California 90212Gores Holdings II, Inc. • September 1st, 2016 • 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
