Hostess SPAC Presentation Deck

PAGE 16 SPAC TRANSACTION TERMS Acquisition enterprise value of $2,292 million Net Debt of approximately $991 M, recapitalized to an all first lien structure at LIBOR + 300 bps C. Dean Metropoulos (CDM) is Executive Chairman. C. Dean Metropoulos and family affiliates continue to have over $300 million invested in the company Completed $350 million private placement (includes $50mm of additional roll-over contribution from C. Dean Metropoulos) with additional PIPE investors Transaction completed on November 4, 2016 1 2 ● . Valuation ($ in millions, except per share values) Gores share price Shares outstanding (millions)² Total equity value Net debt Acquisition enterprise value At transaction close $10.00 130.0 $1,300.4 $991.8 $2,292.2 Sources & uses ($ in millions) Sources Gores Holdings cash Additional PIPE investors (excluding $50mm additional roll-over contribution from CDM) CDM additional roll-over contribution Total sources Uses Cash consideration Cash to de-lever Gores Holdings transaction costs Total uses Post-transaction ownership breakdown C. Dean Metropoulos 25% Apollo 17% Gores 8% Cash consideration is prior to $50mm additional roll-over contribution by CDM and before transaction costs incurred by Hostess. Post-transaction share count includes 37.5mm Gores Holdings public shares, 5.3mm Gores Holdings Founder shares, 46.6mm rollover shares issued to sellers, 32.7mm shares issued to additional PIPE investors (including 5.4mm to Gores), and 7.9mm shares issued to CDM (including his additional roll-over contribution). SPAC shareholders 29% $375 $300 $50 $725 $522 $173 $30 $725 Additional PIPE investors (excl. CDM and Gores) 21% Hostess

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