SPONSOR WARRANTS PURCHASE AGREEMENT
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of March 22, 2021 (as it may from time to time be amended, this Agreement), is entered into by and between Gores Guggenheim, Inc., a Delaware corporation (the Company), and Gores Guggenheim Sponsor LLC, a Delaware limited liability company (the Purchaser).
The Company intends to consummate a public offering of the Companys units (the Public Offering), each unit consisting of one share of the Companys Class A common stock, par value $0.0001 per share (each, a Share), and one-fifth of one warrant;
Each whole warrant entitles the holder to purchase one Share at an exercise price of $11.50 per Share; and
The Purchaser has agreed to purchase an aggregate of 8,500,000 warrants (or up to 9,625,000 warrants if the over-allotment option in connection with the Public Offering is exercised in full) (the Sponsor Warrants), each whole Sponsor Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.
NOW THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
Section 1. Authorization, Purchase and Sale; Terms of the Sponsor Warrants.
A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.
B. Purchase and Sale of the Sponsor Warrants.
(i) At least one business day prior to the consummation of the Public Offering (the Initial Closing Date), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,500,000 Sponsor Warrants at a price of $2.00 per warrant for an aggregate purchase price of $17,000,000 (the Purchase Price), which shall be paid by wire transfer of immediately available funds to the Company in accordance with the Companys wiring instructions. On the Initial Closing Date, upon the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchasers name to the Purchaser, or effect such delivery in book-entry form.