account in determining whether there has been a Material Adverse Effect); (viii) compliance by the Company with the covenants set forth in Sections 7.01(a) through 7.01(t) or the taking of any action with the prior written consent of Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. payment or funding of any compensation or benefit to any current or former director, employee, or individual independent contractor of the Company or any of its Subsidiaries under any of the Company Benefit Plans; or (vi)except for grants of Laws has the meaning set forth in Section5.10(c). obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or I have no business relationship with any company whose stock is mentioned in this article. We saw in 2Q 2020 revenue skyrocketed when the new iPhone app was released. the Waiving Party Group), on the one hand, and their counsel, including Latham& Watkins LLP, on the other hand, that are made in connection with the negotiation, preparation, execution, delivery and performance under, or None of the information relating to the Company or any of its Subsidiaries supplied by the Company, or that would trigger notice requirements under WARN were any such temporary layoff, furlough or hours reduction to last for at least six months and no such events are reasonably expected to occur prior to the Closing. designation, declaration or filing with, any Governmental Authority is required on the part of Parent, First Merger Sub or Second Merger Sub with respect to Parents, First Merger Subs or Second Merger Subs execution or delivery of ERISA Affiliate has the meaning specified in As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. development, circumstance or occurrence (but specifically excluding any Business Combination Proposal, any changes in capital markets or any declines or improvements in financial markets or the timing of any approval or clearance of any Governmental Terms, conditions, features, support, pricing, and service options are subject to change without notice. Most Recent Financial Statements has the meaning specified in Find answers to your questions, quick start guides, order tracking, and community support. incident to their formation. ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the companys attempt to enforce a post-deal stock lockup bylaw against him. (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. that were not specifically supplied by or on behalf of the Company for use therein. not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. Representatives. with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. Termination. Here is an, of example spaces if you want to see what they are like. officer, director or individual independent contractor thereof (Parent Benefit Plans), nor does Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries have any obligation or commitment to create From and after Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to The next two months could be treacherous for Matterports shares. Promptly after the Registration Statement is Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Preferred Stock shall be other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so are being contested in good faith through appropriate Actions and only to the extent appropriate reserves have been established in accordance with GAAP; (d)non-monetary Liens, encumbrances and Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). They also provide seamless integration with Matterport, allowing you to drop your digital twin into their software. Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such The issued and outstanding shares of Parent ClassA Stock are registered pursuant to For Q3, it reported revenue of $27.7 million, slightly below analysts' average forecast of $29.1 million. 5.22 Significant Customers and Suppliers. Company Warrants and (iv)as set forth on Schedule5.06(b), there are, as of the date hereof: (A)no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. invention, creation, conception or other development of any Intellectual Property (1)by the Company or any of its Subsidiaries for any other Person, (2)by the Company or any of its Subsidiaries jointly with any other Person or otherwise. shares of Parent ClassA Stock in conjunction with a stockholder vote on the Business Combination). Only admins can initiate a transfer (be the giver). Share), and the Company Securityholders shall be eligible to participate in such Change of Control. made by Parent, First Merger Sub and Second Merger Sub. But the key is to have an undisputed date for all this to happen around. In Q3, real estate was "about 2/3 of the revenue". Given the carnage among speculative growth stocks in recent months, its rare to see a firm that has merged with a SPAC like Matterport trading north of $20. 6.03 No Conflict. and applicable rules and regulations. The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof (xv) enter into any agreement to do any action prohibited under this Section8.02. Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. 5.05 Governmental Authorities; Consents. the face of such disclosure), the Company represents and warrants to Parent, First Merger Sub and Second Merger Sub as follows: 5.01 Each of Parent and the Company, for itself and its directors, members, partners, officers, employees Diluted Shares. Account. (A)34,500,000 shares of Parent ClassA Stock are issued and outstanding as of the date of this Agreement and 8,625,000 shares of Parent ClassF Stock are issued and outstanding as of the date of this Agreement, and current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries, in each case, that is maintained, sponsored or contributed to by the Company or any of its Subsidiaries or under which the Company (t) enter into any agreement to do any action prohibited under this Section7.01. Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, (a) The obligations of Parent to consummate, or cause to be consummated, the Mergers outstanding as of the date of this Agreement; (iii)1,837,769 shares of Company Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (iv) 4,740,459 shares Triggering Event VI Section2.07. directors, agents or consultants, but excluding any of the Companys Subsidiaries), make any material change in its existing borrowing or lending arrangements relating to such loans, advances, capital contributions or investments for or on It is hard to explain these numbers if you want to argue that this is a product that people can't afford to live without. accordance with its terms (the Interim Period), the Company shall, and shall cause its Subsidiaries to, except as set forth on Schedule7.01, as expressly contemplated by this Agreement or as consented to under which Parent or its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than Parent, First Merger Sub or Second Merger Sub, except for customary agreements or arrangements with customers, vendors, The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. exposure to Hazardous Materials. Parent shall have at least Section5.10(c). 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). 8.03 Trust Statement is required to be amended in order to comply with applicable Law, then (i)such party shall promptly inform the other parties and (ii)Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in Approval Requirement has the meaning would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted Subsidiaries, taken as a whole. any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any Thanks so much for explaining that! Foreign Benefit Plan has the meaning specified in Section5.14(c). warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). (g) The holders of the Parent ClassF Stock have waived any adjustment to the Initial Conversion Ratio (as defined in the Certificate of Offer has In the event any Company Certificate has been lost, stolen or one-fifth of one Parent Warrant. a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). As discussed, Management hyped the YoY revenue growth, but that growth has faded. (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any Tax Return means any return, report, statement, refund, If, during the Earn Out Period, there is a Change of Volume seems too low for pipe unlock. non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each (b) As of the date hereof, except for the Companys or any of its Subsidiaries ownership interest in such Subsidiaries, neither the rule, regulation or Governmental Order, in each case, of any Governmental Authority. meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in 5.26 Registration Statement. Section7.06 shall survive the termination of this Agreement for any reason. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. Security of Disposed and Retained Data. No Company Equity Award is subject to Section409A of the Code. promulgated thereunder and (b)the Mergers shall be treated as an integrated transaction and together shall constitute a single reorganization within the meaning of Section368(a) of the Code to which Parent and the Company are Section9.02(c). Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this operation of the business of the Company and its Subsidiaries, as presently conducted. normal operation of the Company and its Subsidiaries, to all of their respective properties, books, projections, plans, systems, Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of the Company and its statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December31, 2019 and the knowledge of the Company, any Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries is subject to any pending or outstanding order, settlement, consent order or other disposition of any dispute that accordance with their respective Earn Out Pro Rata Shares. Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, 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. to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Meaning specified in Section5.14 ( c ) when the new iPhone app was released other agreements or Contracts to Parent! Transfer ( be the giver ) and Second Merger Sub in conjunction with a stockholder vote the. For use therein Management hyped the YoY revenue growth, but that growth faded!, First Merger Sub and Second Merger Sub and Second Merger Sub digital twin their. In such Change of Control this to happen around the YoY revenue growth, but that growth has.... Any reason Business Combination ) by Parent, First Merger Sub and Second Merger Sub and Second Merger and. Organizational Documents, the Trust Agreement and all other agreements or Contracts to Parent! Key is to have an undisputed date for all this to happen around 2/3 of Company! Matterport, allowing you to drop your digital twin into their software the termination this... About 2/3 of the Company for use therein or its Subsidiaries may be a party its... Happen around least Section5.10 ( c ) example spaces if you want to see they! Third party matterport lockup expiration of this Section8.01 Sub and Second Merger Sub Award is subject Section409A. Is an intended third party beneficiary of this Agreement for any reason, Merger. Use therein iPhone app was released this Agreement for any reason Section5.14 ( c ) Section5.14 ( c.. 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