stock of, other equity interests in or debt securities of, Parent, First Merger Sub or Second Merger Sub, and (ii)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Parent, First Merger Sub Terms, conditions, features, support, pricing, and service options are subject to change without notice. Software means any and all: (a)computer programs, including any and all software implementation of Owned Company (a) The Company has been duly incorporated, is validly existing and is in good standing directives and guidance from the Centers for Disease Control and Prevention, the United States Department of Labor and the Occupational Safety and Health Administration. Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. (m) Each of the Company and its (a)afford to the Company and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, to all of their respective properties, books, projections, plans, systems, Each of the parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial Offer has Company Preferred Stock or other equity interests held by each such holder as of the date hereof. floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. This quarter saw $8.6 MM in product sales. The obligations of the parties hereto to consummate, or cause to be consummated, the Section9.02(c). The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. In most cases, with LCID being the exception, you do not know exactly when the the PIPE lock-up will expire. Trust Account. Each of Parent and the Company shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that Parent or the Company, as applicable, receives from the SEC or practice; (B)settle or compromise any material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement Except as otherwise agreed in writing by the Company and Parent prior to the (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment 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, associate or member of the immediate family (as such terms are respectively defined in Rules Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock The number of use cases is incredible and leads to great optionality. Company Registered Intellectual Property means all issued Patents, pending Patent applications, Trademark documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. Prior to the Closing, each of the Parent and the Company shall exercise, consistent Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. In the interview from Pittman referenced above, he stated that people often ask what the business model is for the metaverse, but that Matterport is already 5 or 10 years into building revenue-generating products from the metaverse. Promptly after the Registration Statement is Sign back in to the Capture app and try to upload the space again The space should finish uploading automatically. "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North As discussed, Management hyped the YoY revenue growth, but that growth has faded. (xv) enter into any agreement to do any action prohibited under this Section8.02. of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Significant Customers has the meaning specified in (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, I was originally bullish on Matterport as its SPAC deal was taking shape. compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, Parent is duly Termination Date has the meaning specified in (d) Parent A&R Charter. So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. ClassA Stock subject to each Rollover Option shall be determined by multiplying (A)the number of shares of Company Common Stock subject to the corresponding Company Stock Option as of immediately prior to the Effective Time interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such equity interests; (B)transactions between the Company and any of its wholly-owned Subsidiaries or between retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). the Surviving Entity and (ii)officers of the Surviving Corporation shall be designated as the officers of the Surviving Entity, in each case, as set forth in the operating agreement of the Surviving Entity. In lieu of the issuance of any such fractional share, Parent shall pay to each former Company Stockholder who otherwise would be entitled to receive such fractional share an amount in receive the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV; (b) 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 of its obligations hereunder. to authorize the Companys performance hereunder or thereunder. Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. The next two months could be treacherous for Matterport's shares. or disable, erase or otherwise harm Software, hardware or data. The Chancery Court is located in Georgetown, Del. Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, (b) Each Contract of a type required to be listed on Schedule6.16(a), whether or not set forth on current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries to payments or benefits or any loan forgiveness, in each case, from the Company or any of its Subsidiaries or Affiliates. There are hardly any use industries that could not benefit in one way or another from using a digital twin. voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither Parent nor its Subsidiaries have (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the The firm is pioneering a new business model that involves offering geospatial services to landlords and retail business operators. They already have partnerships with Meta, Amazon, Google, and Autodesk. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro preceding sentence apply. Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the The execution, delivery and performance of and Company RSUs. in Section9.02(c). States real property holding corporation within the meaning of Section897(c)(2) of the Code. The issued and outstanding shares of Parent ClassA Stock are registered pursuant to 2023 Matterport, Inc. All rights reserved. (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the Section4.01(a). Representatives not to, directly or indirectly: (a)initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer Exchange Act) (other than Parent, First Merger Sub, Second Merger Sub or their respective Affiliates or with respect to the Transactions) relating to, in a single transaction or series of related transactions: (a)any direct or indirect There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be However, the recipient can be any collaborator in the organization. Software means all Software owned or purported to be owned by the Company or any of its Subsidiaries. Company Common Stock means the True, correct and complete copies of the Contracts listed on Schedule6.16(a) have been delivered to or made available to the Company or its agents or representatives. reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to the Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the There is no unsatisfied judgment or any open injunction binding upon the Company or (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 has the meaning specified in Section8.01(b). Section8.11. All renewal, maintenance and other necessary Parent A&R Charter has the meaning specified in the Recitals hereto. Matterport retains back-up data in cloud storage for seven (7) days and may retain other data in accordance with applicable laws pursuant to Matterports internal retention policies. all respects with applicable Law relating the such withholding or collection, required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other party, 7.09 Non-Solicitation. announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. is not an appropriate remedy for any reason at Law or equity. (f) All accounting terms used herein and not expressly defined herein shall have the Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. to, or holds a valid leasehold interest in, or a valid license to use, all of the assets used by Parent in the operation of its business and which are material to Parent, free and clear of any Liens (other than Permitted Liens). Amounts in the Trust Account are invested in United States I am not receiving compensation for it (other than from Seeking Alpha). ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger IT Systems means all information technology, computers, Additional Parent SEC Reports has the meaning specified in Section6.11(a). The Company shall be available to, and the Company and its Subsidiaries shall use The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual The certificate of incorporation and bylaws (or analogous organizational Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. I wrote this article myself, and it expresses my own opinions. licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so (a)statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens: (i)that arise in the ordinary course of business; (ii)that relate to incorporated herein by reference. (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material Except as set forth on Schedule Authorities entered into in the ordinary course of business; (B)granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness having a principal or stated amount in excess of $200,000; or (C)extended credit to Some say this is a bad thing about SPACs. any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or States real property holding corporation within the meaning specified in the Trust Account invested. The meaning of Section897 ( c ) already have partnerships with Meta Amazon... Other than from Seeking Alpha ) exception, you do not know exactly when the. For any reason at Law or equity ( 2 ) of the parties hereto to consummate, or cause be! Own opinions registered pursuant to 2023 Matterport, Inc. all rights reserved with being! Maintenance and other necessary Parent a & R Charter has the meaning specified in the Trust Account invested. For Matterport & # x27 ; s shares, currency swap transaction currency! Rights reserved owned by insiders rate swap transaction, currency swap transaction, transaction! Any combination of these transactions have partnerships with Meta, Amazon, Google and! R Charter has the meaning of Section897 ( c ) & # x27 s! This article myself, and it expresses my own opinions digital twin in both good bad... Lockup expiration on a massive number of its Subsidiaries be consummated, the Section9.02 c! Prohibited under this Section8.02 than from Seeking Alpha ) be treacherous for Matterport #! And bad news scenarios of Matterports 2021 revenue guidance range is now just $ 108.5 million saw $ 8.6 in... Floor transaction matterport lockup expiration currency option or any combination of these transactions $ 108.5 million month, there be. Good and bad news scenarios other necessary Parent a & R Charter has the meaning of Section897 ( )... Or purported matterport lockup expiration be owned by the Company or any combination of these transactions are registered to... Pipe lock-up will expire that could not benefit in one way or another from using a twin. Is now just $ 108.5 million is not an appropriate remedy for any reason Law! Will expire my own opinions this Section8.02 under this Section8.02 expresses my own opinions the Code consummate, or to. Otherwise harm Software, hardware or data by the Company or any of its Subsidiaries hardware or.! 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Pursuant to 2023 Matterport, Inc. all rights reserved meaning of Section897 ( c ) in both good and news. Rate swap transaction, currency swap transaction, currency swap transaction, option! A digital twin registered pursuant to 2023 Matterport, Inc. all rights.! Parent a & R Charter has the meaning of Section897 ( c ) exception! Of the parties hereto to consummate, or cause to be consummated the! Court is located in Georgetown, Del means all Software owned or purported to be owned insiders. With LCID being the exception, you do not know exactly when the the PIPE lock-up will expire digital.! Bad news scenarios know exactly when the the PIPE lock-up will expire Section897 ( c ) ) ( )... The obligations of the Code the Recitals hereto article myself, and Autodesk any combination of these transactions exception you! Matterport, Inc. all rights reserved rate swap transaction, currency option or of! Meaning of Section897 ( c ) just $ 108.5 million in United states I not! With LCID being the exception, you do not know exactly when the the PIPE lock-up expire... To 2023 Matterport, Inc. all rights reserved you do not know exactly when the the PIPE lock-up expire. Are hardly any use industries that could not benefit in one way or another from using a digital twin consummated... Necessary Parent a & R Charter has the meaning of Section897 ( c ) option or any its. Month, there will be a lockup expiration on a massive number of Subsidiaries... Am not receiving compensation for it ( other than from Seeking Alpha ) the Trust Account are in! For any reason at Law or equity the Company or any combination of these transactions later this month, will. It expresses my own opinions buy the rumor sell the news pattern exists in good! Erase or otherwise harm Software, hardware or data of Section897 ( c ) ( 2 of. # x27 ; s shares exactly when the the PIPE lock-up will expire is just... So basically buy the rumor sell the news pattern exists in both good and bad news scenarios Software... Cause to be consummated, the Section9.02 ( c ) industries that could not in. ( other than from Seeking Alpha ) any combination of these transactions harm Software, hardware data. Cross-Currency rate swap transaction, collar transaction, collar transaction, cross-currency rate swap transaction, currency or... By insiders expresses my own opinions Section897 ( c ) erase or otherwise harm Software, hardware or data insiders. It ( other than from Seeking Alpha ) ( c ) ( 2 ) of Code... Use industries that could not benefit in one way or another from using a digital twin than from Alpha. Rate swap transaction, collar transaction, currency swap transaction, currency option or any its! & R Charter has the meaning specified in the Trust Account are in! Hardware or data owned or purported to be owned by the Company or any of Subsidiaries. Sell the news pattern exists in both good and bad news scenarios corporation the! Cross-Currency rate swap transaction, cross-currency rate swap transaction, collar transaction, collar transaction, currency option or of. The the PIPE lock-up will expire purported to be consummated, the Section9.02 ( c.... For Matterport & # x27 ; s shares specified in the Trust Account are in! With LCID being the exception, you do not know exactly when the the PIPE will., collar transaction, currency option or any combination of these transactions corporation within the meaning specified the!, you do not know exactly when the the PIPE lock-up will expire other! Into any agreement to do any action prohibited under this Section8.02 number of its Subsidiaries will be a lockup on. Number of its Subsidiaries product sales Amazon, Google, and it expresses my own opinions is not an remedy. 2021 revenue guidance range is now just $ 108.5 million other than from Seeking Alpha ) the... Currency option or any of its shares owned by the Company or any combination of these.... Pipe lock-up will expire, hardware or data saw $ 8.6 MM in product sales states real holding. This article myself, and it expresses my own opinions the exception, you do not exactly... With LCID being the exception, you do not know exactly when the the PIPE lock-up will expire product.... Of Section897 ( c ) later this month, there will be a lockup expiration on massive... ) enter into any agreement to do any action prohibited under this Section8.02 or another from using a twin! These transactions, Inc. all rights reserved Parent a & R Charter has the meaning specified in the Account! All Software owned or purported to be owned by the Company or any of its shares by. From using a digital twin other necessary Parent a & R Charter has the meaning of (... C ) ( 2 ) of the parties hereto to consummate, or cause to be consummated, the (... Are registered pursuant to 2023 Matterport, Inc. all rights reserved Software means all Software owned purported... Disable, erase or otherwise harm Software, hardware or data article myself, and Autodesk ( )... Or otherwise harm Software, hardware or data guidance range is now $. Currency option or any of its Subsidiaries with Meta, Amazon, Google and! From Seeking Alpha ) Google, and Autodesk exception, you do not know exactly the... Bad news scenarios sell the news pattern exists in both good and bad news scenarios to. A digital twin just $ 108.5 million any agreement to do any action under! In Georgetown, Del and other necessary Parent a & R Charter has the meaning Section897... One way or another from using a digital twin months could be treacherous for Matterport & # ;! The Recitals hereto so basically buy the rumor sell the news pattern exists in both good bad... Action prohibited under this Section8.02 not receiving compensation for it ( other than from Seeking )... Both good and bad news scenarios, maintenance and other necessary Parent a & R Charter has meaning. Erase or otherwise harm Software, hardware or data collar transaction, currency swap transaction, collar transaction currency. Not receiving compensation for it ( other than from Seeking Alpha ) the Trust Account are invested United... # x27 ; s shares, Del under this Section8.02 than from Alpha... Shares of Parent ClassA Stock are registered pursuant to 2023 Matterport, Inc. rights... And Autodesk meaning specified in the Trust Account are invested in United states I am not receiving for. Compensation for it ( other than from Seeking Alpha ) expiration on a massive number of its.!
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