AGREEMENT AND PLAN OF MERGER dated as of December 13, 2021 by and among GORES HOLDINGS VIII, INC., FRONTIER MERGER SUB, INC., FRONTIER MERGER SUB II, LLC, and FOOTPRINT INTERNATIONAL HOLDCO, INC.Agreement and Plan of Merger • December 14th, 2021 • Gores Holdings VIII Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 13, 2021, is entered into by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Frontier Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.
GORES HOLDINGS VIII SUBSCRIPTION AGREEMENTGores Holdings Viii Subscription Agreement • December 14th, 2021 • Gores Holdings VIII Inc. • Blank checks
This SUBSCRIPTION AGREEMENT is entered into this 13th day of December, 2021 (this “Subscription Agreement”), by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
WAIVER AND SHARE SURRENDER AGREEMENTWaiver and Share Surrender Agreement • December 14th, 2021 • Gores Holdings VIII Inc. • Blank checks • Delaware
This WAIVER AND SHARE SURRENDER AGREEMENT (this “Agreement”) is entered into as of December 13, 2021, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor”), and each holder (including, for the avoidance of doubt, Sponsor) (each, a “Class F Holder” and, collectively, the “Class F Holders”) of shares of the Company’s Class F Common Stock, par value $0.0001 per share (the “Class F Common Stock”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
