TAX RECEIVABLE AGREEMENT by and among GORES HOLDINGS, INC., HOSTESS CDM CO- INVEST, LLC, CDM HOSTESS CLASS C, LLC, AP HOSTESS HOLDINGS, L.P. and C. DEAN METROPOULOS Dated as of [●], 2016Tax Receivable Agreement • July 5th, 2016 • Gores Holdings, Inc. • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [●], 2016 and effective upon the consummation of the Contribution and Purchase and the AP Hostess Holdings Merger (each as defined below), is hereby entered into by and among Gores Holdings, Inc., a Delaware corporation (the “Corporate Taxpayer”), Hostess CDM Co-Invest, LLC, a Delaware limited liability company (“Hostess CDM Co-Invest”), CDM Hostess Class C, LLC, a Delaware limited liability company (“CDM Hostess”, and together with Hostess CDM Co-Invest, the “CDM Entity Holders”), AP Hostess Holdings, L.P., a Delaware limited partnership (“AP Hostess LP”), C. Dean Metropoulos (“CDM”, together with the CDM Entity Holders and AP Hostess LP, the “Holders”, and together with the Corporate Taxpayer, the “Parties”).
GORES SUBSCRIPTION AGREEMENTGores Subscription Agreement • July 5th, 2016 • Gores Holdings, Inc. • Blank checks • New York
This SUBSCRIPTION AGREEMENT is entered into this day of July, 2016, by and between Gores Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
