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.
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).
