REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2021, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 22, 2021 by and between GORES METROPOULOS II, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENT between GORES METROPOULOS II, INC. and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 22, 2021, is by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 19, 2021 (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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 22, 2021 by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation (the “Trustee”).
Gores Metropoulos II, Inc. Boulder, CO 80301Underwriting Agreement • January 25th, 2021 • 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 Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 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 “Prospect
Gores Metropoulos II, Inc.Administrative Services Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • 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”):
