REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2020, is made and entered into by and among Gores Holdings VI, Inc., a Delaware corporation (the “Company”), Gores Sponsor VI 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”).
30,000,000 Units Gores Holdings VI, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
Gores Holdings VI, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of December 10, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VI LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of December 15, 2020 by and between GORES HOLDINGS VI, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
WARRANT AGREEMENT between GORES HOLDINGS VI, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2020, is by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 5th, 2020 • Gores Holdings VI, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020 by and between GORES HOLDINGS VI, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Matterport, Inc. Indemnification and Advancement AgreementIndemnification and Advancement Agreement • July 28th, 2021 • Matterport, Inc./De • Services-prepackaged software • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of __________ ____, ______, by and between Matterport, Inc., a Delaware corporation (the “Company”) (f/k/a Gores Holdings VI, Inc.), and ______________ (“Indemnitee”), a member of the Board of Directors (the “Board”) or an officer of the Company. This Agreement supersedes and replaces any and all previous agreements between Indemnitee and the Company, to the extent covering the indemnification of such Indemnitee as a member of the Board of Directors or an officer of the Company.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 15, 2020 by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Gores Holdings VI, Inc. Boulder, CO 80301 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 16th, 2020 • Gores Holdings VI, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) fil
Gores Holdings VI, Inc.Gores Holdings VI, Inc. • October 5th, 2020 • Blank checks • New York
This letter agreement by and between Gores Holdings VI, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VI 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”):
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 28th, 2021 • Matterport, Inc./De • Services-prepackaged software • Delaware
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2021, is made and entered into by and among (i) Matterport, Inc. (f/k/a Gores Holdings VI, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) Elizabeth Marcellino, (v) Nancy Tellem (together with Randall Bort, Elizabeth Marcellino, the Sponsor and their respective Permitted Transferees (as defined herein), the “Gores Holders”) and (vi) the stockholders of Matterport, Inc., a Delaware corporation (“Matterport, Inc.”), party hereto (such stockholders, and their respective Permitted Transferees, the “Matterport Holders”). The Gores Holders, the Matterport Holders 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.”
Gores Holdings VI, Inc.Gores Holdings VI, Inc. • August 25th, 2020 • Blank checks • New York
This letter agreement by and between Gores Holdings VI, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VI 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”):
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
AGREEMENT AND PLAN OF MERGER dated as of February 7, 2021 by and among GORES HOLDINGS VI, INC., MAKER MERGER SUB, INC., MAKER MERGER SUB II, LLC, and MATTERPORT, INC.Agreement and Plan of Merger • February 8th, 2021 • Gores Holdings VI, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 7, 2021, is entered into by and among Gores Holdings VI, Inc., a Delaware corporation (“Parent”), Maker Merger Sub, Inc., a Delaware corporation (“First Merger Sub”), Maker Merger Sub II, LLC, a Delaware limited liability company (“Second Merger Sub”), and Matterport, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among COSTAR GROUP, INC., MATRIX MERGER SUB, INC., MATRIX MERGER SUB II LLC, and MATTERPORT, INC. Dated as of April 21, 2024Agreement and Plan of Merger and Reorganization • April 22nd, 2024 • Matterport, Inc./De • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 21, 2024 (this “Agreement”), is made by and among CoStar Group, Inc., a Delaware corporation (“Parent”), Matrix Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub I”), Matrix Merger Sub II LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), and Matterport, Inc. a Delaware corporation (the “Company”).
GORES HOLDINGS VI SUBSCRIPTION AGREEMENTVi Subscription Agreement • February 8th, 2021 • Gores Holdings VI, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT is entered into this [•] day of February, 2021 (this “Subscription Agreement”), by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
Surrender of Shares and Amendment No. 3 to the Securities Subscription AgreementSecurities Subscription Agreement • November 16th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
This Surrender of Shares and Amendment No. 3, dated November 13, 2020 to the Securities Subscription Agreement, dated July 24, 2020 (this “Agreement”), is made by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VI LLC, a Delaware limited liability company (the “Subscriber”).
Gores Holdings VI, Inc. Beverly Hills, California 90212Gores Holdings VI, Inc. • August 25th, 2020 • Blank checks • New York
Gores Holdings VI, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor VI LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 17,250,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 2,250,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustmen
VOTING AGREEMENTVoting Agreement • April 22nd, 2024 • Matterport, Inc./De • Services-prepackaged software • Delaware
This VOTING AGREEMENT, dated as of April 21, 2024 (this “Agreement”), is made and entered into by and among CoStar Group, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Matterport, Inc., a Delaware corporation (the “Company”). Parent and each of the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”
VIA EMAIL [Name] [Address] [Address] Dear [Name],Merger Agreement • April 22nd, 2024 • Matterport, Inc./De • Services-prepackaged software
As you know, Matterport, Inc., a Delaware corporation (“Matterport”) intends to enter into an agreement and plan of merger (the “Merger Agreement”) with CoStar Group, Inc., a Delaware corporation (“CoStar”) and certain other parties thereto pursuant to which, among other things, Matterport or its successor would become a wholly-owned subsidiary of CoStar (the “Transaction”). This letter agreement (the “Agreement”) is being entered into as a condition to, and in consideration of, CoStar’s willingness to enter into the Merger Agreement and consummate the transactions contemplated therein, and for other good and valuable consideration, which is hereby acknowledged.
MATTERPORT, INC. Sunnyvale, CA 94089 November 20, 2018Invention Assignment Agreement • April 6th, 2021 • Gores Holdings VI, Inc. • Blank checks • California
On behalf of Matterport, Inc., a Delaware corporation (the “Company”), I am pleased to offer you the position of Chief Executive Officer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):
Amendment No. 2 to the Securities Subscription AgreementSecurities Subscription Agreement • October 26th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
This Amendment No. 2, dated October 23, 2020 to the Securities Subscription Agreement, dated July 24, 2020 (this “Agreement”), is made by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VI LLC, a Delaware limited liability company (the “Subscriber”).
Surrender of Shares and Amendment No. 1 to the Securities Subscription AgreementSecurities Subscription Agreement • October 5th, 2020 • Gores Holdings VI, Inc. • Blank checks • New York
This Surrender of Shares and Amendment No. 1 to the Securities Subscription Agreement, dated October 1, 2020 (this “Agreement”), is made by and between Gores Holdings VI, Inc., a Delaware corporation (the “Company”), and Gores Sponsor VI LLC, a Delaware limited liability company (the “Subscriber”).
Gores Holdings VI, Inc.Gores Holdings VI, Inc. • December 16th, 2020 • Blank checks • New York
This letter agreement by and between Gores Holdings VI, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Sponsor VI 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”):
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • July 28th, 2021 • Matterport, Inc./De • Services-prepackaged software • New York
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of July 22, 2021, by and among Matterport, Inc., a Delaware corporation (“Matterport”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, a New York corporation (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
