The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and 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 specified in Section8.11. 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 Subject to confidentiality obligations and similar restrictions that GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or Outstanding Parent Expenses means: (a)all fees, Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental 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 D&O Indemnified Section5.17 (Brokers Fees) and (E)Section5.23 (Affiliate Arrangements) shall be true and correct (without giving any effect to any limitation as to The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, or their respective Affiliates withholds such amounts with respect to any Person and pays such withheld amounts to the applicable Governmental Authority, such withheld amounts shall be treated as having been paid to or on behalf of such Person for Expert technicians ready to scan any space,anywhere. Parents preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as 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 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 They take real spaces and create what they refer to as "digital twins." These are essentially interactive 3D. Liabilities. transactions the result of which is: (a)the acquisition by any Person or group (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting through the Parent Board, recommend to its stockholders that they approve the Proposals (the Parent Board Recommendation) and shall include the Parent Board Recommendation in the Proxy Statement, unless the Parent Board shall have 12.13 Enforcement. Permits means all permits, licenses, certificates of authority, authorizations, approvals, registrations and The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. Merger Sub has at all times during its existence been treated as a disregarded entity for federal and applicable state and local income Tax purposes and its assets are thereby treated for applicable income Tax purposes as owned by Parent, and no I am not receiving compensation for it (other than from Seeking Alpha). Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. supplementary protection certificates, utility models, inventors certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Parent; (h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, employees, treated as an integrated transaction and together will qualify as a single reorganization within the meaning of Section368(a) of the Code to which each of Parent and the Company are to be parties under Section368(b) of the December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed 6.17 Investment Company Act; JOBS Act. applicable Laws respecting terms and conditions of employment, employee classification (including the classification of employees and independent contractors and the classification of exempt and non-exempt Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its (h) The Company and each of its Subsidiaries have complied and do comply with all material Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. Matterport has >80% downside heading into their next earnings and lock-up expiration. The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. Sign back in to the Capture app and try to upload the space again The space should finish uploading automatically. commence due diligence with respect to, any Person (other than the Company, its stockholders and/or any of their respective Affiliates or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result Trust Company, a NewYork corporation. Section4.02 to any Company Securityholder in respect of Company Stock Options and/or Company RSUs held by such Company Securityholder as of immediately prior to the Effective Time shall be issued to such Company Rollover RSUs has the meaning set forth in Section3.06(b). (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable or (ii)transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity or its Subsidiaries, as This quarter Matterport released the Android app while also decreasing revenue guidance for 4Q 2021. The most obvious one is real estate. 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. (B)11,350,000 Parent Warrants are issued and outstanding as of the date of this Agreement. Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts to conduct and operate its business in the ordinary course consistent with past practice. Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock in Section11.01(a). Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining (c) The rights of each D&O Indemnified Party hereunder shall be in 11. Business Continuity Plans. (i) each employee collective bargaining Contract or other Contract with any union representing, purporting to represent, or seeking to In fact, at this point Matterport even offers capture services, where you can pay the company to send a professional to come and capture your space for you. compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: warranties of any kind or nature express or implied (including (i)regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; or (D)effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital of (without duplication)(a) the aggregate number of shares of Company Common Stock issued and outstanding and issuable upon conversion of Company Preferred Stock issued and outstanding, in each case as of immediately prior to the Effective Risk Management. Closing has the meaning specified in 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. reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of Parent ClassA Stock occurring at or after the Closing (other than the conversion of shares of Parent ClassF Stock into respect to each share of Company Common Stock, a number of shares of Parent ClassA Stock equal to the result of (a) Aggregate Company Stock Consideration divided by (b)the number of Company Stock Adjusted Fully REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. Certain information set forth Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. Termination. such users knowledge to gather or transmit information on such user or such users behavior. on the other hand, with respect to this Agreement or the Transactions. (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the 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. terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors rights generally and general equitable principles (whether considered Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. ERISA). Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. Another example is when the PIPE unlocks simultaneously with the business combination. merit-based or promotion-based base compensation increases in the ordinary course of business consistent with past practice); (ii) adopt, enter into, materially amend or terminate any Company validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or consistent with past practice and (ii)Outstanding Company Expenses. Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, Parent is a member in good standing with Nasdaq. In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Mergers treated as compensation, the parties shall cooperate to pay such amounts through the Companys or its 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. Concurrently with the Closing, or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release. (b) Agreements and Covenants. Corporate Organization of the Company. Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, to such termination. misleading; provided, however, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Parent and the Company shall cooperate fully to cause an amendment or supplement to be made promptly any business activities other than activities directed toward the accomplishment of the Mergers. reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries: (i)is in compliance with all applicable Laws regarding employment and employment practices, including all Proposal) and each change to the Parent A&R Charter that is required to be separately approved; (iii)approval of the issuance of shares of Parent ClassA Stock pursuant to Section3.01 under Sign out by selecting the side menu > sign out. Section12.17. Earn Out Shares has the meaning specified in required to be paid with respect to any period end prior to the Closing Date); (b) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. The issued and outstanding Parent Units are registered pursuant to Company true, correct and complete copies of the fully executed Subscription Agreements pursuant to which the Subscribers in the aggregate have agreed, pursuant to the terms and subject to the conditions thereof, to purchase 29,500,000 shares of HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Outstanding Company Expenses (b) With respect to each Invention Assignment Agreement and each Contract of the type described in Section5.13(a), All rights reserved. The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. The Company maintains within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. Date, but within the Earn Out Period. Parent A&R Charter has the meaning specified in the Recitals hereto. 5.10(c)-3, within the last five years, neither the Company nor any of its Subsidiaries (i)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions in the Crimea No Trade Except as set forth on Schedule 6.10, (c) As of the date hereof, the authorized share capital of First Merger Sub with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority 1125 N. Charles St, Baltimore, MD 21201. or adopt any such Parent Benefit Plan. Leica BLK360. 3.06 Conversion of Company Equity Awards. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. occurrence, event or effect relating to Parent that, individually or in the aggregate, would 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 I actually lost a bit of money on those. (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its arrangements made by the Company, any of its Subsidiaries or any of their Affiliates for which the Company or any of its Subsidiaries has any obligation. There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. 10. adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such Company Series Seed Preferred Stock means the Companys Series Seed Parent, First Merger Sub or Second Merger Sub, on the other hand, related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as expressly set forth in this Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. Parent Board means the board of directors of Parent. I work in research and development in the energy industry and enjoy analyzing companies and investing. All references herein to Company Schedules, Parent Schedules and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Prior to the Closing, each of the Parent and the Company shall exercise, consistent day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. Hazardous 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 Matterport should simply not be valued as a high growth company until they can show high revenue growth. furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Subsidiarys payroll to facilitate applicable withholding. Leased Real Insiders) and the Sponsor, the Insiders and the Sponsor agreed to, among other things, vote all of the shares of the capital stock of Parent they hold to approve the Transaction Proposal at the Special Meeting (the This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and result of any: (i)change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii)ruling by, or written agreement with, a Governmental Authority 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. 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 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 Or transmit information on such user or such users behavior a & R Charter has the meaning specified in Recitals. 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