Luminar Technologies, Inc.
2603 Discovery Drive
Orlando, FL 32826
Re: Lock-Up Agreement
Ladies and Gentlemen:
This letter (this Letter Agreement) is being delivered to you in connection with the transactions contemplated by that certain Agreement and Plan of Merger, dated as of August 24, 2020, entered into by and among Gores Metropoulos, Inc., a Delaware corporation (the Company), Dawn Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (First Merger Sub), Dawn Merger Sub II, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (Second Merger Sub), and Luminar Technologies, Inc., a Delaware corporation (Luminar), pursuant to which, among other things, First Merger Sub will merge with and into Luminar, with Luminar surviving as the surviving corporation and, immediately following such merger and as part of the same overall transaction, the surviving corporation will merge with and into Second Merger Sub, with Second Merger Sub surviving as the surviving company (together, the Mergers).
In order to induce the Company to proceed with the Mergers and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged (including, without limitation, the entry by the Company into a Stock Transfer Agreement with the undersigned (the Securityholder) on or about the date hereof), the Securityholder hereby agrees with the Company as follows:
1. Subject to the exceptions set forth herein, the Securityholder agrees not to, without the prior written consent of the board of directors of the Company, (i) lend, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any shares of [Class A Common Stock][Class B Common Stock], par value $0.0001 per share, of the Company ([Class A Common Stock][Class B Common Stock]) held by the Securityholder immediately after the effective time of the Mergers or any shares of [Class A Common Stock][Class B Common Stock] issuable upon the exercise of options, warrants or other convertible securities to purchase shares of [Class A Common Stock][Class B Common Stock] held by the Securityholder immediately after the effective time of the Mergers (Lock-Up Shares), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, Transfer) for one hundred eighty (180) days after the closing date of the Mergers (the Initial Lock-Up), and thereafter, until the date that is nine hundred and ten (910) days after the closing date of the Mergers, effect, subject to compliance with applicable laws, any Transfers with respect to more than 25% of the Lock-Up Shares in any six-month period (the Extended Lock-Up and, together with the Initial Lock-Up, the Lock-Up).