LUMINAR TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 8th, 2020 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • Delaware
This Indemnification Agreement (this “Agreement”) is made as of ___________, by and between Luminar Technologies, Inc., a Delaware corporation (the “Company”), and _________________ (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2020 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2020, is made and entered into by and among (a) Luminar Technologies, Inc. (f/k/a Gores Metropoulos, Inc.), a Delaware corporation (the “Company”), (b) Gores Metropoulos Sponsor LLC, a Delaware limited liability company (the “Sponsor”), (c) Randall Bort, (d) Michael Cramer, (e) Joseph Gatto (together with Randall Bort, Michael Cramer, the Sponsor and their respective Permitted Transferees (as defined herein) (the “Initial Gores Holders”), (f) AEG Holdings, LLC, a Delaware limited liability company (“AEG”), (g) GM Sponsor LLC, a Delaware limited liability company (“GM Sponsor”), (h) HRM Holdings LLC, a Delaware limited liability company (“HRM” and, together with AEG, GM Sponsor and the Initial Gores Holders, the “Gores Holders”), (i) Austin Russell (the “Luminar Founder”), (j) GVA Auto, LLC, a Delaware limited liability company (“GVA”) and (k) G2VP I, LLC, a Delaware limited liability com
Luminar Technologies, Inc. Orlando, FL 32826 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • December 8th, 2020 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 24, 2020, entered into by and among Gores Metropoulos, Inc., a Delaware corporation (the “Company”), Dawn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“First Merger Sub”), Dawn Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub”), and Luminar Technologies, Inc., a Delaware corporation (“Luminar”), pursuant to which, among other things, First Merger Sub will merge with and into Luminar, with Luminar surviving as the surviving corporation and, immediately following such merger and as part of the same overall transaction, the surviving corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving as the surviving company (together, the “Mergers”).
Luminar Technologies, Inc. Orlando, FL 32826 Re: Lock-Up Agreement Ladies and Gentlemen:Letter Agreement • December 8th, 2020 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • Delaware
This letter (this “Letter Agreement”) is being delivered to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 24, 2020, entered into by and among Gores Metropoulos, Inc., a Delaware corporation (the “Company”), Dawn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“First Merger Sub”), Dawn Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Second Merger Sub”), and Luminar Technologies, Inc., a Delaware corporation (“Luminar”), pursuant to which, among other things, First Merger Sub will merge with and into Luminar, with Luminar surviving as the surviving corporation and, immediately following such merger and as part of the same overall transaction, the surviving corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving as the surviving company (together, the “Mergers”).
