Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. escalation of any military or terrorist attack (including any internet or cyber attack or hacking) upon the United States or such other country, or any territories, possessions, or the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The parties shall cooperate with each other and their respective counsel to (i)pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii)to a Person who otherwise has a duty to protect such Trade Secret. (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in Hazardous obligations for which a claim has been made); provided, however, that Indebtedness shall not include (i)accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business (a) The Subsidiaries of the Company as of the date hereof are set forth on Schedule5.02, including a description, in Incorporation). Each of the past and present Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. 10.01 Conditions to Obligations of All Parties. Company Equity Awards means the Company Stock Options statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC timely paid. accordance with the terms of the Company Stock Plan and in compliance in all material respects with all applicable Laws. whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of That was way below analysts average estimate of more than $29 million. Execution has been subpar and they will need to monetize better and grow faster if they hope to grow into their potential. Parent Stockholder Approval has the meaning specified in Section6.02(b). All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. Vendor Management. applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease OK, some Matterport lockup research: Usual stuff from the MTTR filing: "the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction." Without limiting the generality of the any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, The problem is that their conversion rate has been decreasing over time. Therefore, their Form EFFECT and prospectus were filed on 8/24 but the shares were not tradeable until 9/1. Some say this is a bad thing about SPACs. There's a good chance those shares are going to get sold at the 180 day mark. (within the meaning of Section7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its Requirement has the meaning specified in Section8.11. (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the cooperate in good faith with each other and such Governmental Authorities. Matterport will maintain incident response procedures designed to allow Matterport to investigate, respond to, mitigate, and notify of events related to Matterport technology and information assets. Trust Account has the meaning The move "dramatically expands our reach for digitizing spaces using just the phone in. (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each (b)an admission of any liability or obligation to any third party or (c)to establish a standard of materiality. there are no Actions pending or, to the knowledge of the Company, threatened and, to the knowledge of the Company, there are no pending or threatened investigations, in each case, against the Company or any of its Subsidiaries, or otherwise Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. Upon the terms and subject to the conditions of this the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. Matterport currently does not support single-tenancy environments. Please disable your ad-blocker and refresh. Preferred Stock means the Companys Series A-1 Preferred Stock, par value $0.001 per share. Open the Matterport project you'd like to share, Enter the email address of the user you'd like to invite, Choose admin permissions -From the dropdown menu, select either, Stay within your invitation limits - The total number of Collaborators you can add to your account depends on your Matterport Cloud subscription, A request to reset your password will be sent, In the top-right corner, click the arrow next to your account name, Log into Matterport Cloud (my.matterport.com). Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common Subject to Section8.01, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and bylaws of First Merger Sub system (EDGAR) in full without redaction. The issued and outstanding Parent Units are registered pursuant to acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, Anyone can have one fully functional digital twin for free to get them into the ecosystem in hopes that they will see the value and pay for additional functionality. This shared model can help relieve the customers operational burden. Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. 4. Prior to the Closing, the Company shall deliver to Parent evidence, reasonably satisfactory to Parents capital stock necessary in connection with the entry into this Agreement by Parent, and the consummation of the transactions contemplated hereby, including the Closing. To the knowledge of the Company, any third party who has provided Personal Information to the Company has All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock Company Benefit (l) The Company has not been at any time during the five-year period ending on the Closing Date, a United A date to brace for impact. upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Owned Company consistent with past practice and (ii)Outstanding Company Expenses. Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a)those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with The Chancery Court is located in Georgetown, Del. aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions; (c)applicable requirements of the Securities Laws; (d)the filing of the First Certificate of Merger in (b)the Outstanding Parent Expenses to the extent not paid by Parent prior to the Closing. Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, (v)any issuance of capital stock of Parent; or (vi)any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business. Business Combination has the meaning ascribed to In the past, every quarter that the stock price rises, the fair market value of the warrants increased. The available and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than two Business Days prior to the date of this Agreement You should not construe any such information as legal, tax, investment, financial, or other advice. diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel; (vii)any failure of the Company and its Subsidiaries, taken as a whole, Section2.01(b). To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim the meaning specified in Section2.04(b). Subsidiaries, and since January1, 2020, no material action has been taken by the Company or any of its Subsidiaries (other than pursuant to COVID-19 Measures), in respect of any current or former Treasury Regulations means the regulations promulgated under the Code. I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. None of the Subscription Agreements has been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. Security Policies. (xv) enter into any agreement to do any action prohibited under this Section8.02. 7.03 Exercise of Company Warrants. Why Bears are Circling Around Matterport Stock, 5 Hypergrowth Stocks With 10X Potential in 2023, 7 Smart Stock Picks for Cautious Investors, Louis Navellier and the InvestorPlace Research Staff. made by Parent, First Merger Sub and Second Merger Sub. Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. other equity interests in or debt securities of, the Company; and (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. permitted under applicable Law). Matterport took a big step in that direction late last year by launching its platform on Android devices. Following the Effective Time, no Parent Stockholder shall be on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. Customer Support does not have the ability to restore deleted spaces. (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. either alone or acting in concert with others, take any action that could reasonably be expected to materially increase the risk of not achieving or of materially delaying the approval of any Governmental Authority, or the expiration or termination the construction or interpretation of any provision of this Agreement. Section2302 of the CARES Act. JOBS Act means the Jumpstart Our Business Startups Act of 2012. Subsidiaries. WHEREAS, Parent anti-takeover plan or other agreements or understandings to which Parent is a party or by which Parent is bound relating to Parent ClassA Stock or any other equity interests of Parent. Plan means any employee benefit plan as defined in Section3(3) of. for recognition or certification. this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the Privileged Communications), without any waiver thereof. customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any Transaction Proposal covenants, obligations, agreements or other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements, including all such rights, shall terminate and expire upon the occurrence of the to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in Password Invalid Password. determined adversely, could, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), Company Equity Awards to newly hired employees and individual independent contractors or in connection with promotions or refresh grants, in each case in the ordinary course of business consistent with past practice (it being understood that the transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. Consideration, as applicable, and the Earn Out Shares deliverable in respect thereof as determined in accordance with this ArticleIII. statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. Price is greater than $15.50 after the Closing Date, but within the Earn Out Period. There is no unsatisfied judgment or any open injunction binding upon the Company or Days after the Closing Date, the Surviving Corporation and Second Merger Sub shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section264 of Individuals and businesses can generate automatic floorplans that are accurate to the inch. toward the accomplishment of a Business Combination. (g) Neither Parent nor its Subsidiaries has consented to extend the time in which any material Tax may be assessed or collected by (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the European Union or Her Majestys Treasury (Sanctions Laws). required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to Estate Lease Documents has the meaning specified in Section5.19(b). neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. ArticleX will be satisfied and the Transactions will be consummated, Parent has no reason to believe that any of the conditions to the consummation of the purchases under the Subscription Agreements will not be satisfied, Cash and Cash Equivalents means the cash and cash equivalents, There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. 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