REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2021, is made and entered into by and among Gores Guggenheim, Inc., a Delaware corporation (the “Company”), Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
75,000,000 Units Gores Guggenheim, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Gores Guggenheim, Inc. • New York
Gores Guggenheim, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 75,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 11,250,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall
INDEMNITY AGREEMENTIndemnity Agreement • February 22nd, 2021 • Gores Guggenheim, Inc. • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021 by and between GORES GUGGENHEIM, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of March 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), and Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES GUGGENHEIM, INC. and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 22, 2021, is by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 25, 2021 by and between GORES GUGGENHEIM, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Gores Guggenheim, Inc. Boulder, CO 80301Letter Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 86,250,000 of the Company’s units (including up to 11,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and pr
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 26th, 2021 • Gores Guggenheim, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 25, 2021 by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).
Gores Guggenheim, Inc.Gores Guggenheim, Inc. • February 22nd, 2021 • New York
This letter agreement by and between Gores Guggenheim, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Guggenheim Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Gores Guggenheim, Inc. Boulder, CO 80301Gores Guggenheim, Inc. • February 22nd, 2021 • New York
Gores Guggenheim, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 21,562,500 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 2,812,500 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 ad
Gores Guggenheim, Inc.Gores Guggenheim, Inc. • March 26th, 2021 • Blank checks • New York
This letter agreement by and between Gores Guggenheim, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Guggenheim Sponsor LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF PARENT LOCK-UP AGREEMENTLock-Up Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks
This PARENT LOCK-UP AGREEMENT (this “Agreement”), dated as of September 27, 2021, is made by and among Polestar Automotive Holding Limited, a Hong Kong company (“Parent”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”) and each of the undersigned holders (each a “Parent Shareholder” and collectively, the “Parent Shareholders”) of class A ordinary shares and/or class B ordinary shares, as applicable, of Parent. Parent, ListCo and the Parent Shareholders shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 21st, 2022 • Gores Guggenheim, Inc. • Blank checks
THIS AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 3”) is made and entered into as of April 21, 2022, by and among Gores Guggenheim, Inc., a Delaware corporation (“GG”), Polestar Automotive Holding Limited, a Hong Kong incorporated company (“Parent”), Polestar Automotive (Singapore) Pte. Ltd., a private company limited by shares in Singapore (“Polestar Singapore”), Polestar Holding AB, a private limited liability company incorporated under the laws of Sweden (“Polestar Sweden”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”), and PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of ListCo (“Merger Sub”, and together with GG, Parent, the Company and ListCo, the “Parties” and each individually as a “Party”), and amends that certain Business Combination Agreement, dated as of September 27, 2021, by and among the Pa
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTRegistration Rights Agreement • December 17th, 2021 • Gores Guggenheim, Inc. • Blank checks • Delaware
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 1”) is made and entered into as of December 17, 2021, by and among Gores Guggenheim, Inc., a Delaware corporation (“GG”), Polestar Automotive Holding Limited, a Hong Kong incorporated company (“Parent”), Polestar Automotive (Singapore) Pte. Ltd., a private company limited by shares in Singapore (“Polestar Singapore”), Polestar Holding AB, a private limited liability company incorporated under the laws of Sweden (“Polestar Sweden”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”), and PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of ListCo (“Merger Sub,” and together with GG, Parent, the Company and ListCo, the “Parties” and each individually as a “Party”) and amends that certain Business Combination Agreement, dated as of September 27, 2021, by and among the
WARRANT AMENDMENT AGREEMENTDeposit Agreement • June 27th, 2022 • Gores Guggenheim, Inc. • Blank checks • New York
CLASS C-1 DEPOSIT AGREEMENT, dated as of June 23, 2022, by and among (i) Polestar Automotive Holding UK PLC, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company” and “Polestar”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
FORM OF WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Gores Guggenheim, Inc., a Delaware corporation (the “Company”), Polestar Automotive Holding UK Limited, a limited company organized under the laws of England and Wales (the “ListCo”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”).
Form of SUBSCRIPTION AGREEMENTSubscription Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks • Delaware
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 27, 2021, by and among (i) the person named on the signature page hereto (the “Purchaser”), (ii) Polestar Automotive Holding UK Limited, a limited company organized under the laws of England and Wales (the “Company”), and (iii) Gores Guggenheim, Inc., a Delaware corporation (“GGI”).
BUSINESS COMBINATION AGREEMENT by and among GORES GUGGENHEIM, INC., POLESTAR AUTOMOTIVE HOLDING LIMITED, POLESTAR AUTOMOTIVE (SINGAPORE) PTE. LTD., POLESTAR HOLDING AB, POLESTAR AUTOMOTIVE HOLDING UK LIMITED and PAH UK MERGER SUB INC., dated as of...Business Combination Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2021, by and among Gores Guggenheim, Inc., a Delaware corporation (“GG”), Polestar Automotive Holding Limited, a Hong Kong incorporated company (“Parent”), Polestar Automotive (Singapore) Pte. Ltd., a private company limited by shares in Singapore (“Polestar Singapore”), Polestar Holding AB, a private limited liability company incorporated under the laws of Sweden (“Polestar Sweden”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”), and PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of ListCo (“Merger Sub”). GG, Parent, the Company, ListCo and Merger Sub are collectively referred to herein as the “Parties” and each individually as a “Party.”
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 25th, 2022 • Gores Guggenheim, Inc. • Blank checks • Hong Kong
THIS AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment No. 2”) is made and entered into as of March 24, 2022, by and among Gores Guggenheim, Inc., a Delaware corporation (“GG”), Polestar Automotive Holding Limited, a Hong Kong incorporated company (“Parent”), Polestar Automotive (Singapore) Pte. Ltd., a private company limited by shares in Singapore (“Polestar Singapore”), Polestar Holding AB, a private limited liability company incorporated under the laws of Sweden (“Polestar Sweden”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”), and PAH UK Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of ListCo (“Merger Sub,” and together with GG, Parent, the Company and ListCo, the “Parties” and each individually as a “Party”) and amends that certain Business Combination Agreement, dated as of September 27, 2021, by and among the Par
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2021, by and among (a) Polestar Automotive Holding UK Limited, a limited company organized under the laws of England and Wales (the “Company”), (b) Polestar Automotive Holding Limited, a Hong Kong incorporated company (“Parent”), (c) Zibo High-Tech Industrial Investment Co., Ltd., Zibo Financial Holding Group Co., Ltd, Chongqing Liangjiang (重庆承星股权投资基金合伙企业（有限合伙）), Northpole GLY 1 LP, GLY New Mobility 1. LP, SNITA Holding B.V. (“Snita”), PSINV AB, PSD Investment Limited (collectively, the “Parent Holders”) and (d) Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Randall Bort, Elizabeth Marcellino and Nancy Tellem (collectively, the “Gores Holders”). Parent, the Parent Holders, the Gores Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement are each referred to herein as a “Holder” and col
SPONSOR AND SUPPORTING SPONSOR STOCKHOLDERS LOCK-UP AGREEMENTLock-Up Agreement • September 27th, 2021 • Gores Guggenheim, Inc. • Blank checks
This SPONSOR AND SUPPORTING SPONSOR STOCKHOLDERS LOCK-UP AGREEMENT (this “Agreement”), dated as of September 27, 2021, is made by and among Gores Guggenheim Sponsor LLC, a Delaware limited liability company (“Sponsor”), Gores Guggenheim, Inc., a Delaware corporation (“GG”), Polestar Automotive Holding Limited, a Hong Kong Company (“Parent”), Polestar Automotive Holding UK Limited, a limited company incorporated under the laws of England and Wales and a direct wholly owned subsidiary of Parent (“ListCo”), and each of the undersigned directors of GG (each a “Supporting Sponsor Stockholder” and collectively, the “Supporting Sponsor Stockholders”). Sponsor, GG, Parent, ListCo and the Supporting Sponsor Stockholders shall be referred to herein from time to time collectively as the “Parties” and each individually as a “Party”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
