REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Gores Holdings VII Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and among Gores Holdings VII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VII 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • February 26th, 2021 • Gores Holdings VII Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of February 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VII LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES HOLDINGS VII, INC. andWarrant Agreement • February 26th, 2021 • Gores Holdings VII Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Gores Holdings VII, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • February 26th, 2021 • Gores Holdings VII Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2021 by and between GORES HOLDINGS VII, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Gores Holdings VII, Inc. Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 26th, 2021 • Gores Holdings VII 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 VII, 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 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-eighth 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”) f
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • February 26th, 2021 • Gores Holdings VII Inc. • Blank checks • New York
Gores Holdings VII, Inc.Gores Holdings VII Inc. • February 26th, 2021 • Blank checks • New York
This letter agreement by and between Gores Holdings VII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VII 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”):
