REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2019, is made and entered into by and among Gores Metropoulos, Inc., a Delaware corporation (the “Company”), Gores Metropoulos Sponsor 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”).
37,500,000 Units Gores Metropoulos, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2018 • Gores Metropoulos, Inc. • Blank checks • New York
Gores Metropoulos, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 37,500,000 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 5,625,000 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 Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized t
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 11th, 2018 • Gores Metropoulos, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•] by and between Gores Metropoulos, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • December 11th, 2018 • Gores Metropoulos, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], by and between GORES METROPOULOS, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENT between GORES METROPOULOS, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 31, 2019, is by and between Gores Metropoulos, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 30, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Metropoulos, Inc., a Delaware corporation (the “Company”), and Gores Metropoulos Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 11th, 2018 • Gores Metropoulos, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [•] (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Metropoulos, Inc., a Delaware corporation (the “Company”), and Gores Metropoulos Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
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”).
LUMINAR TECHNOLOGIES, INC. and U.S. BANK NATIONAL ASSOCIATION as TrusteeIndenture • December 17th, 2021 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
INDENTURE, dated as of December 17, 2021, between Luminar Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 31, 2019 by and between Gores Metropoulos, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
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
Gores Metropoulos, Inc. Beverly Hills, CA 90212 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • 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 Metropoulos, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 43,125,000 of the Company’s units (including up to 5,625,000 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
Gores Metropoulos, Inc. Beverly Hills, California 90212Securities Subscription Agreement • December 11th, 2018 • Gores Metropoulos, Inc. • Blank checks • New York
Gores Metropoulos, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Metropoulos Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 10,781,250 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,406,250 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
Gores Metropoulos, Inc.Administrative Services Agreement • February 6th, 2019 • Gores Metropoulos, Inc. • Blank checks • New York
This letter agreement by and between Gores Metropoulos, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Metropoulos Sponsor 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”):
AGREEMENT AND PLAN OF MERGER dated as of August 24, 2020 by and among GORES METROPOULOS, INC., DAWN MERGER SUB, INC., DAWN MERGER SUB II, LLC, and LUMINAR TECHNOLOGIES, INC.Merger Agreement • August 24th, 2020 • Gores Metropoulos, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of August 24, 2020, is entered into by and among Gores Metropoulos, Inc., a Delaware corporation (“Parent”), Dawn Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Dawn Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Luminar Technologies, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
LUMINAR TECHNOLOGIES, INC. STOCK OPTION AWARD AGREEMENTStock Option Award Agreement • October 19th, 2020 • Gores Metropoulos, Inc. • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Luminar Technologies, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).
LUMINAR TECHNOLOGIES, INC. Class A Common Stock (par value $0.0001 per share) Financing AgreementFinancing Agreement • May 3rd, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
Luminar Technologies, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC (the “Agent”) as set forth below, for the purpose of establishing a financing program (the “Program”):
LUMINAR TECHNOLOGIES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • October 19th, 2020 • Gores Metropoulos, Inc. • Motor vehicle parts & accessories • Delaware
Unless otherwise defined herein, the terms defined in the Luminar Technologies, Inc. 2020 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (this “Award Agreement”).
NON-RECOURSE LOAN AND SECURITIES PLEDGE AGREEMENT THIS AGREEMENT dated with effect as of the 23rd day of February, 2024 BETWEEN: THE ST. JAMES BANK & TRUST COMPANY LTD., a corporation existing under the laws of The Bahamas (the “Lender”) OF THE FIRST...Non-Recourse Loan and Securities Pledge Agreement • February 28th, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2021 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 9, 2021, is entered into by and among Luminar Technologies, Inc., a Delaware corporation (the “Purchaser”), and each of the Persons listed on Exhibit A hereto (each, a “Seller” and collectively, the “Sellers”), and William D. Waters, solely in his/her capacity as the Seller Representative. Certain capitalized terms are defined in Exhibit B.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2022 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories
The undersigned (the “Investor”) hereby confirms its agreement with Luminar Technologies, Inc., a Delaware corporation (the “Company”), as follows:
ContractFramework Purchase Agreement • October 19th, 2020 • Gores Metropoulos, Inc. • Motor vehicle parts & accessories
Certain information identified by bracketed asterisks ([***]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed.
Lease Agreement for Discovery Lakes II 2603 Discovery Drive Orlando, FL 32826 between 2603 Discovery Lakes LLC Landlord and Luminar Technologies, Inc. Tenant Dated:Lease Agreement • October 19th, 2020 • Gores Metropoulos, Inc. • Motor vehicle parts & accessories • Florida
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 9th, 2023 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 9, 2023 is entered into by and among Luminar Technologies, Inc., a Delaware corporation (“Luminar”), PlusAI, Inc., a Delaware corporation (“PlusAI”), and Plus Automation, Inc., a Delaware corporation (“Plus Automation,” and together with PlusAI, “Plus”). Certain capitalized terms are defined in Exhibit A.
4 - (or the then equivalent grade) by Moody’s or at least “A-2” (or the then equivalent grade) by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical...First Lien Indenture • August 8th, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
Luminar Technologies, Inc. Orlando, FL 32826 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up 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”).
SUPPORT AGREEMENTSupport Agreement • August 24th, 2020 • Gores Metropoulos, Inc. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of August 24, 2020, is entered into by and among Gores Metropoulos, Inc., a Delaware corporation (“Parent”), Dawn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“First Merger Sub”), Dawn Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Second Merger Sub”), and Austin Russell (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT OF WARRANT AGREEMENTWarrant Agreement • March 1st, 2022 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
THIS AMENDMENT OF WARRANT AGREEMENT (this “Agreement”), made effective as of January 11, 2022, is made by and among Luminar Technologies, Inc., a Delaware corporation (“Luminar”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
3 - (viii) the lease, assignment, license, sublicense or sublease of any real or personal property (other than Intellectual Property and, for the sake of clarity, any related distribution or commercialization rights) in the ordinary course of business...Second Lien Indenture • August 8th, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories • New York
Luminar Technologies, Inc. Orlando, FL 32826 Re: Lock-Up Agreement Ladies and Gentlemen:Lock-Up 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. PURCHASE AGREEMENT August 6, 2024 The undersigned set forth on Exhibit A hereto (each, a “Purchaser”), enters into this Purchase Agreement (this “Agreement”) with Luminar Technologies, Inc. (the “Company”) and the...Purchase Agreement • August 8th, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories
ContractAmendment Agreement • August 13th, 2021 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories
This Amendment Agreement No. 1, to the ‘‘200311 FPA Volvo Luminar Lidar Final’’ (“Amendment”) is between Volvo Car Corporation 556074-3089, with registered address at SE-405 31, Göteborg, Sweden, a corporation organized and existing under the laws of Sweden (“Volvo Cars”) and Luminar Technologies Inc., with registered address at 2601 Research Parkway Orlando, FL 32826 United States, a corporation organized and existing under the laws of The United States (“Supplier”).
LUMINAR TECHNOLOGIES, INC. EXCHANGE AGREEMENT August 6, 2024 The undersigned set forth on Exhibit A hereto (each, a “Holder”), enters into this Exchange Agreement (this “Agreement”) with Luminar Technologies, Inc. (the “Company”) and the subsidiaries...Exchange Agreement • August 8th, 2024 • Luminar Technologies, Inc./De • Motor vehicle parts & accessories
