X0306 4 2020-09-21 0 0001816816 Gores Holdings V Inc. GRSV 0001816810 Gores Sponsor V LLC C/O GORES HOLDINGS V, INC. 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001694360 AEG Holdings, LLC 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001322454 Gores Alec E 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 Class F Common Stock, par value $0.0001 per share 2020-09-21 4 D 0 531250 0.00 D Class A Common Stock 531250 13050000 D Pursuant to the Amended and Restated Certificate of Incorporation of Gores Holdings V, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-239962). The Class F Shares are held directly by Gores Sponsor V LLC (the "Sponsor"). The Sponsor forfeited 531,250 Class F Shares to the Issuer for no consideration, which was exempted pursuant to Rule 16b-3(e), in connection with the underwriter's election not to exercise the remaining unused portion of the over-allotment option. The managing member of the Sponsor is AEG Holdings, LLC ("AEG"). Alec Gores is the managing member of AEG (and together with the Sponsor and AEG, the "Reporting Persons"). Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. By: /s/ Andrew McBride, Attorney-in-Fact for Gores Sponsor V LLC 2020-09-21 By: /s/ Andrew McBride, Attorney-in-Fact for AEG Holdings, LLC 2020-09-21 By: /s/ Andrew McBride, Attorney-in-Fact for Alec Gores 2020-09-21