Amendment No. 1 (this Amendment), dated as of
[ ], 2021, by and between Hostess Brands, Inc. (f/k/a 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) to that certain Warrant Agreement, dated as of
August 13, 2015, by and between the Company and the Warrant Agent (the Warrant Agreement).
W I T N E S S E
T H
WHEREAS, Section 9.8 of the Warrant Agreement provides that the Warrant Agreement may be amended with written consent of the
Registered Holders of 65% of the then outstanding Public Warrants (the Required Holders);
WHEREAS, the Company
and the Required Holders desire to enter into this Amendment to effect the amendments to the Warrant Agreement set forth herein;
WHEREAS,
the Required Holders have delivered to the Company and the Warrant Holders consents of Registered Holders of at least sixty-five percent (65%) of the outstanding Public Warrants (the Consents) to amend the Warrant Agreement as set
forth herein;
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto mutually covenant and agree as follows:
1. Effectiveness. This Amendment shall become effective upon execution and delivery of this Amendment by the
Warrant Agent and the Company, whereupon the Warrant Agreement shall be amended in accordance herewith.
2. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them
in the Warrant Agreement.
3. Amendment to Section 2.5. Section 2.5 is hereby
amended by deleting clause (i) of the first paragraph and renumbering the subsequent clauses thereof.
4. Amendment to Section 3.2. Section 3.2 is hereby amended by amending and restating the
following proviso as follows:
provided, however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement.
5. Amendment to Section 3.3.1. Section 3.3.1 is hereby amended and restated as follows:
3.3.1 Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent, may
be exercised by the Registered Holder thereof by surrendering it, at the office of the Warrant Agent, or at the office of its successor as Warrant Agent, together with (i) an election to purchase form, duly executed, electing to exercise such
Warrants and (ii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant is exercised on a cashless basis as provided in subsection 3.3.1 (c) below and payment in full in cash in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent of any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the
shares of Common Stock and the issuance of such shares of Common Stock, as follows:
(a) in lawful money of the United States, in
good certified check or good bank draft payable to the order of the Warrant Agent[Intentionally omitted];
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