REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), Gores Metropoulos Sponsor II, 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”).
40,000,000 Units Gores Metropoulos II, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
Gores Metropoulos II, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), 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, 40,000,000 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 6,000,000 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 sh
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of [•], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES METROPOULOS II, INC. and Computershare Trust Company, N.A.Warrant Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2020, is by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020 by and between GORES METROPOULOS II, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Gores Metropoulos II, Inc. Boulder, CO 80301Letter Agreement • December 23rd, 2020 • Gores Metropoulos II, 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 Metropoulos II, Inc., a Delaware corporation (the “Company”), and [●] and [●], as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 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 the Company with the Securities and Exchange
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a New York corporation (the “Trustee”).
Gores Metropoulos II, Inc.Gores Metropoulos II, Inc. • December 23rd, 2020 • Blank checks • New York
This letter agreement by and between Gores Metropoulos II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Metropoulos Sponsor II, 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”):
