REGISTRATION RIGHTS AGREEMENT
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).
WHEREAS, the Company and the Sponsor have entered into that certain Securities Subscription Agreement (the Founder Shares Purchase Agreement), dated as of January 4, 2021, pursuant to which the Sponsor purchased an aggregate of 11,500,000 shares of the Companys Class F common stock, par value $0.0001 per share (the Class F Common Stock). On February 21, 2020, the Sponsor transferred an aggregate of 75,000 shares of Class F Common Stock to the other Holders, and on February 22, 2020, the Sponsor received a stock dividend of 2,300,000 shares of Class F Common Stock, resulting in there being an aggregate of 13,800,000 shares of Class F Common Stock (the Founder Shares) outstanding;
WHEREAS, the Founder Shares are convertible into shares of the Companys Class A common stock, par value $0.0001 per share (the Common Stock), on the terms and conditions provided in the Companys amended and restated certificate of incorporation;
WHEREAS, on February 22, 2021, the Company and the Sponsor entered into that certain Sponsor Warrants Purchase Agreement (the Sponsor Warrants Purchase Agreement), pursuant to which the Sponsor agreed to purchase 3,866,667 warrants (or up to 4,346,667 warrants if the over-allotment option in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering; and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below: