EX-10.4





 Exhibit 10.4 

EXECUTION VERSION 
 Gores
Holdings VIII, Inc. 
 6260 Lookout Road 

Boulder, CO 80301 

February 24, 2021 
 The Gores Group, LLC 

6260 Lookout Road 
 Boulder, CO 80301 

Re: Administrative Services Agreement 
 Gentlemen: 

This letter agreement by and between Gores Holdings VIII, Inc. (the “Company”) and The Gores Group, LLC (“The Gores
Group”), an affiliate of the Company’s sponsor, Gores Sponsor VIII LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the
“Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”), and continuing until the
earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”): 
 (i) The Gores Group shall make available to the Company, at 6260 Lookout Road, Boulder, CO 80301 (or any successor
location), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay The Gores Group the sum of $20,000 per month on the Listing Date and
continuing monthly thereafter until the Termination Date; and 
 (ii) The Gores Group hereby irrevocably waives any and all right, title,
interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for
the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may
have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim
against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. 
 This letter agreement constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby. 
 This letter agreement may not be amended, modified or waived as
to any particular provision, except by a written instrument executed by the parties hereto. 
 No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or
assign any interest or title to the purported assignee. 
 This letter agreement constitutes the entire relationship of the parties hereto,
and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its
choice of laws principles. 
 [Signature Page Follows] 












 
			
	Very truly yours,
	
	GORES HOLDINGS VIII, INC.
		
	By:	 	 /s/ Andrew McBride

		 	Name: Andrew McBride
		 	Title: Chief Financial Officer and Secretary


  

			
	AGREED TO AND ACCEPTED BY:
	
	THE GORES GROUP, LLC
		
	By:	 	 /s/ Alec Gores

		 	Name: Alec Gores
		 	Title: Authorized Signatory

 [Signature Page to Administrative Services Agreement]