REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2021, is made and entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of February 24, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES HOLDINGS VIII, INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A.Warrant Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 1, 2021, is by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 1, 2021 by and between GORES HOLDINGS VIII, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • March 2nd, 2021 • Gores Holdings VIII Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 1, 2021 by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Trustee”).
Gores Holdings VIII, Inc.Gores Holdings VIII Inc. • March 2nd, 2021 • Blank checks • New York
This letter agreement by and between Gores Holdings VIII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VIII 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 Holdings VIII, Inc. Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 2nd, 2021 • Gores Holdings VIII 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 VIII, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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-eighth 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 by the Company with the Se
