FIRST AMENDMENT TO
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).
WHEREAS, Gores Holdings VI, Inc., a Delaware corporation (Gores), and Continental previously entered into that certain Warrant Agreement, dated as of December 15, 2020 (the Existing Warrant Agreement), pursuant to which Gores issued and delivered 6,000,000 warrants (the Public Warrants) in its initial public offering and an aggregate of 4,000,000 private placement warrants (Private Placement Warrants, together with the Public Warrants, the Warrants), each representing the right to purchase one share of Class A common stock, par value $0.0001 per share, of Gores;
WHEREAS, on February 7, 2021, Gores, 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, entered into an Agreement and Plan of Merger, which provided for, among other things, (a) the merger of First Merger Sub with and into Matterport (the First Merger), with Matterport continuing as the surviving corporation (the Surviving Corporation), and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub continuing as the surviving entity, a wholly owned subsidiary of Gores;
WHEREAS, pursuant to Section 8.2.1 of the Existing Warrant Agreement, Continental has agreed to resign its duties as the Warrant Agent as of the date hereof, and AST has agreed to serve as successor Warrant Agent from and after the date hereof; and
WHEREAS, pursuant to Section 9.8 of the Existing Warrant Agreement, the parties may amend the Existing Warrant Agreement without the consent of the Registered Holders with respect to matters that the parties deem shall not adversely affect the interest of the Registered Holders.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1 Amendment of Existing Warrant Agreement. The parties hereby amend, effective as of the date of this Amendment, the Existing Warrant Agreement as provided in this Section 1:
1.1 Change in Warrant Agent. References to Continental Stock Transfer & Trust Company in the Existing Warrant Agreement shall be replaced with American Stock Transfer & Trust Company, and it shall be understood that Warrant Agent shall hereafter refer to American Stock Transfer & Trust Company.