REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 7th, 2022 • Gores Holdings IX, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Gores Holdings IX, Inc., a Delaware corporation (the “Company”), Gores Sponsor IX 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”).
52,500,000 Units Gores Holdings IX, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • January 7th, 2022 • Gores Holdings IX, Inc. • Blank checks • New York
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 7th, 2022 • Gores Holdings IX, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [•], 2022 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings IX, Inc., a Delaware corporation (the “Company”), and Gores Sponsor IX LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES HOLDINGS IX, INC. and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • January 7th, 2022 • Gores Holdings IX, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2022, is by and between Gores Holdings IX, 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 • December 20th, 2021 • Gores Holdings IX, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2022 by and between GORES HOLDINGS IX, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Gores Holdings IX, Inc.Gores Holdings IX, Inc. • December 20th, 2021 • Blank checks • New York
This letter agreement by and between Gores Holdings IX, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor IX 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 7th, 2022 • Gores Holdings IX, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022, by and between Gores Holdings IX, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”).
Gores Holdings IX, Inc. Boulder, CO 80301Letter Agreement • January 7th, 2022 • Gores Holdings IX, 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 Holdings IX, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 52,500,000 of the Company’s units (including up to 7,875,000 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-third 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 prospectus (the “Prospectus”) filed
Gores Holdings IX, LLC Boulder, CO 80301Gores Holdings IX, Inc. • November 19th, 2021 • Blank checks • New York
Gores Holdings IX, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor IX LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 15,093,750 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,968,750 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 adjustmen
