BUSINESS COMBINATION AGREEMENT
This Amendment to Business Combination Agreement (this Amendment), dated as of December 14, 2020, is entered into by and among Gores Holdings IV, Inc., a Delaware corporation (GHIV), United Shore Financial Services, LLC d/b/a United Wholesale Mortgage, a Michigan limited liability company (the Company), UWM Holdings, LLC, a Delaware limited liability company (UWM LLC), and SFS Holding Corp., a Michigan corporation (SFS Corp.). GHIV, the Company, UWM LLC and SFS Corp. are referred to herein individually as a Party and collectively as the Parties.
WHEREAS, the Parties are party to that certain Business Combination Agreement, dated September 22, 2020 (the Agreement) (capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Agreement);
WHEREAS, Section 8.2 of the Agreement provides that the Agreement may be amended or modified, in whole or in part, only by a duly authorized agreement in writing executed in the same manner as the Agreement and which makes reference to the Agreement; and
WHEREAS, in accordance with Section 8.2 of the Agreement, the Parties desire to amend the Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual promises and undertakings described herein and for such other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree to the foregoing and the following:
(a) Section 1.1 of the Agreement is hereby amended by deleting the following definitions:
Fully Diluted Basis means the number of shares of GHIV Common Stock issued and outstanding at Closing and any shares reserved for issuance under the Private Placement Warrants and the Public Warrants.
(b) Section 1.1 of the Agreement is hereby amended by adding the following definitions in the appropriate alphabetical locations:
NYSE means the New York Stock Exchange.
(c) Section 2.6 of the Agreement is hereby amended and restated to read in its entirety as follows: