BACKSTOP AGREEMENTBackstop Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
This Backstop Agreement (this “Agreement”) is entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), and 222 Investments, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used but not defined in this Agreement shall have the meaning ascribed to such terms in that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among the Company, Footprint, Frontier Merger Sub, Inc., a Delaware corporation, and Frontier Merger Sub II, LLC, a Delaware limited liability company (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger Agreement”).
GORES HOLDINGS VIII, INC.Merger Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals
Reference is made to (i) that certain transaction update of Footprint International Holdco, Inc. (the “Company”), dated as of July 28, 2022 (the “Transaction Update”) attached hereto as Annex A, (ii) that certain Agreement and Plan of Merger by and among Gores Holdings VIII, Inc. (“Parent”), Frontier Merger Sub, Inc., Frontier Merger Sub II, LLC and the Company, dated as of December 13, 2021 and subsequently amended as of May 20, 2022 (“Amendment No. 1”) (as amended, the “Merger Agreement”) and (iii) that certain subscription agreement dated as of December 13, 2021 between Parent and the Purchaser (the “Subscription Agreement”). Terms used but not defined herein will have the same meaning as in the Merger Agreement.
GORES SPONSOR VIII LLC September 5, 2022Backstop Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
Reference is hereby made to (a) that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Footprint International Holdco, Inc., a Delaware corporation (“Footprint”), Frontier Merger Sub, Inc., a Delaware corporation, and Frontier Merger Sub II, LLC, a Delaware limited liability company (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Merger Agreement”) and (b) that certain Backstop Agreement, dated as of September 5, 2022, by and among the Company, Footprint and 222 Investments, LLC, a Delaware limited liability company (“222 Investments”) (as amended, modified, supplemented or waived from time to time in accordance with its terms, the “Backstop Agreement”). In connection with the Merger Agreement, Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor”), has committed up to $54,600,000 (as such amount may be reduced in accord
AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENTWaiver and Share Surrender Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT NO. 2 TO WAIVER AND SHARE SURRENDER AGREEMENT (this “Amendment No. 2”) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), Gores Sponsor VIII LLC, a Delaware limited liability company (“Sponsor” and together with the Company, the “Parties”), and amends that certain Waiver and Share Surrender Agreement, dated as of December 13, 2021, by and among the Parties, as amended by that certain Amendment to Waiver and Share Surrender Agreement (“Amendment No. 1”), dated as of May 20, 2022, by and among the Parties (the “Surrender Agreement”). Except as otherwise set forth herein, capitalized terms used herein have the meanings set forth in the Surrender Agreement.
TERMINATION AGREEMENTTermination Agreement • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
This TERMINATION AGREEMENT (this “Agreement”), dated as of September 5, 2022, is entered into by and between Gores Holdings VIII, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VIII LLC, a Delaware limited liability company (“Subscriber”).
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 6th, 2022 • Gores Holdings VIII Inc. • Industrial organic chemicals • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 2”) is made and entered into as of September 5, 2022, by and among Gores Holdings VIII, Inc., a Delaware corporation (“Parent”), Frontier Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Second Merger Sub”), Frontier Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Second Merger Sub (“First Merger Sub”), and Footprint International Holdco, Inc., a Delaware corporation (the “Company” and together with Parent, First Merger Sub, Second Merger Sub and the Company, the “Parties”), and amends that certain Agreement and Plan of Merger, dated as of December 13, 2021, by and among the Parties, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger (“Amendment No. 1”), dated as of May 20, 2022, by and among the Parties (the “Merger Agreement”). Except as otherwise set forth herein, capitalized terms used herein ha
