0001193125-20-216329 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 10, 2020, is made and entered into by and among Gores Holdings V, Inc., a Delaware corporation (the “Company”), Gores Sponsor V 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”).

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INDEMNITY AGREEMENT
Indemnification Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 10, 2020 by and between GORES HOLDINGS V, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).

WARRANT AGREEMENT between GORES HOLDINGS V, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Warrant Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 10, 2020, is by and between Gores Holdings V, 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 AGREEMENT
Warrant Purchase Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • New York

THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of August 5, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings V, Inc., a Delaware corporation (the “Company”), and Gores Sponsor V LLC, a Delaware limited liability company (the “Purchaser”).

Gores Holdings V, Inc. Beverly Hills, CA 90212 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • August 11th, 2020 • Gores Holdings v 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 V, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 47,500,000 of the Company’s units (including up to 7,125,000 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-fifth 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 t

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 10, 2020 by and between Gores Holdings V, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Gores Holdings V, Inc.
Administrative Services Agreement • August 11th, 2020 • Gores Holdings v Inc. • Blank checks • New York

This letter agreement by and between Gores Holdings V, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor V 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”):

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