Gores Holdings X, Inc. / CI Sample Contracts
31,200,000 Units Gores Holdings X, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
Gores Holdings X, Inc., a Cayman Islands exempted company (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 “Representative”) are acting as representative, 31,200,000 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 4,680,000 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 Representative as used herein shall mean you, as Underwriter. Certain capitalized terms used herein and not otherw
INDEMNITY AGREEMENTIndemnity Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 1, 2025 by and between GORES HOLDINGS X, INC., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENT between GORES HOLDINGS X, INC. and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 5, 2025, is by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2025, is made and entered into by and among Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), Gores Sponsor X LLC, a Cayman Islands 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”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT, effective as of May 1, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor X LLC, a Cayman Islands exempted limited liability company (the “Purchaser”).
Gores Holdings X, Inc.Administrative Services Agreement • February 4th, 2025 • Gores Holdings X, Inc. / CI • Blank checks
This letter agreement by and between Gores Holdings X, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor X 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 Global 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 • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 5, 2025, by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Computershare Trust Company, N.A., a national banking association with trust powers under United States law (the “Trustee”).
Gores Holdings X, Inc.Administrative Services Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks
This letter agreement by and between Gores Holdings X, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor X 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 Global 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 Holdings X, Inc. Boulder, CO 80301Underwriting Agreement • May 6th, 2025 • Gores Holdings X, Inc. / CI • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 35,880,000 of the Company’s units (including up to 4,680,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registrati
Gores Holdings X, LLC Boulder CO 80301Securities Subscription Agreement • April 11th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • Delaware
This agreement (the “Agreement”) is entered into on June 30, 2023 by and between Gores Sponsor X LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), and Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 11,500,000 shares of the Company’s Class B ordinary shares (the “Ordinary Shares”), $0.0001 par value per share, up to 1,500,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares, are as follows:
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSurrender of Shares and Amendment to the Securities Subscription Agreement • April 11th, 2025 • Gores Holdings X, Inc. / CI • Blank checks • New York
This Surrender of Shares and Amendment No. 1, dated February 3, 2025 to the Securities Subscription Agreement, dated June 30, 2023 (this “Agreement”), is made by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Gores Sponsor X LLC, a Cayman Islands limited liability company (the “Subscriber”).
Gores Holdings X, Inc. Boulder, CO 80301Letter Agreement • April 11th, 2025 • Gores Holdings X, Inc. / CI • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings X, Inc., a Cayman Islands exempted company (the “Company”), and Santander US Capital Markets LLC, as representative (the “Representative”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 29,900,000 of the Company’s units (including up to 3,900,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registrati