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, 2024Merger Agreement • 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”).
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.
