GHXIU · Gores Holdings XI, Inc.

The Class B Shares have no expiration date and (i) are convertible into Class A Shares at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares and Private Placement Shares" in the Issuer's registration statement on Form S-1 (File No. 333-296462).

Prior to the Issuer's registration of a class of equity securities under Section 12 of the Securities and Exchange Act of 1934, as amended, in connection with the Issuer's initial public offering, the Sponsor transferred an aggregate 75,000 Class B Ordinary Shares, par value $0.0001 per share, of the Issuer ("Class B Shares") to the Issuer's independent directors. These transactions are reported herein pursuant to Rule 16a-2(a).

Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

Simultaneously with the consummation of the initial public offering of the Issuer, Gores Sponsor XI LLC (the "Sponsor") acquired from the Issuer, at a price of $10.00 per share, 225,000 Class A ordinary shares, par value $0.0001 per share, of the Issuer ("Class A Shares") in a private placement for an aggregate purchase price of $2,250,000.

The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores (together with the Sponsor and AEG, the "Reporting Persons") is the managing member of AEG and a director of the Issuer.

Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any.

Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.