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. ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 8.09 Exclusivity. 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 Release has the meaning specified in Section9.03(c). There are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National (c) Each Company Benefit Plan has been administered in all material respects in compliance with its terms and all applicable Laws, including have entered into this Agreement. Waiving Parties has the meaning specified in Section12.17. A good faith estimate of the Outstanding Company Expenses is set forth on has the meaning specified in Section8.01(b). (m) Each of the Company and its made by Parent, First Merger Sub and Second Merger Sub. 12.02 Notices. Incentive Plan shall equal 10.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate, of which 6.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate shall be available the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Companys stockholders may vote. from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. affecting the Company or any of its Subsidiaries or any of their assets, including any condemnation or similar proceedings, that, individually or in the aggregate, are or would reasonably be expected to be material to the Company and its Closing Date, with respect to any Contract of the type described in Section6.16(a), whether or not set forth on Schedule6.16(a): (i)such Contracts are in full force and effect and represent (d) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of capital stock Agreement. new notice but with an additional three Business Day (instead of four Business Day) period from the date of such notice, the Parent Intervening Event Notice Period)), the Parent Board reaffirms in good faith (after consultation its Subsidiaries. DLLCA. assets, and the Company understands that Parent has established the Trust Account for the benefit of Parents public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in 6.18 Affiliate Agreements. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to the Parent Organizational Documents shall terminate, and, as of the Effective Time, Parent shall have no Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or Second, the conversion rate is poor. (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 Triggering Event, Parent shall issue or cause to be issued to the Company Securityholders (in accordance with their respective Earn Out Pro Rata Shares) the following shares of Parent ClassA Stock, as applicable (which shall be equitably (d) Required Parent Stockholder Approval. required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal may be applicable to information furnished to Parent or its Subsidiaries by third parties that may be in Parents or its Subsidiaries possession from time to time, and except for any information which in the opinion of legal counsel of and former officers and directors of the Company and Parent (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section8.01 and (b)the past, present and I like Matterport, but it is a newly public company with a short record. of Company Common Stock covered by such Company Equity Award, the cash exercise price per share of such Company Equity Award (if applicable) and the applicable expiration date. If you want to read up more on this, you can see this article here. For Q3, it reported revenue of $27.7 million, slightly below analysts' average forecast of $29.1 million. (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. MTTR stock is likely to keep dropping through February. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c)furnish any non-public information regarding the Company or any of its Subsidiaries or access to contemplated hereby or thereby (either alone or in combination with any other event) will, in any material respect, violate: (i)any applicable Privacy Laws; (ii)the Companys and its Subsidiaries written privacy policies as Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. And then, in February, Matterport is due to release its Q4 earnings. Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no to any federal, state or local election), business, financial, commodity, currency or market conditions generally, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. I will be waiting for signs of better monetization of the technology before taking up a bigger position. Notwithstanding the foregoing, none of The issued and outstanding Parent Units are registered pursuant to There were a couple highlights for the business that should not be ignored and can be counted as strengths for the company and management team. 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. Matterport's former CEO filed suit in Delaware against the company, its board, and the SPAC it's merging with, claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares as the 3D technology maker prepares to go public, Bloomberg reports. 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, Each of the covenants of Parent to be performed or complied with as of or prior to the principles of equity. "Earn Out Period" means the period beginning on the Lockup Expiration Date and ending on the date that is five years after the Lockup Expiration Date. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (ii)delay or accelerate payment of any account payable in advance of or beyond its due date or the date As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having The dilution due to warrants is only 4.3%, so the maximum logical drop in the stock price that should be ascribed to warrant redemption should be somewhere around 4.3%. with, Section262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration or the done so in material compliance with applicable Privacy Laws, including providing any notice and obtaining any consent required. Parent and the Company shall local or foreign Law), as a transferee or successor, by Contract or otherwise (except, in each case, under any agreements that are commercial contracts entered into in the ordinary course of business not primarily related to Taxes). Contract pursuant to which the Company or any of its Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any Schedule5.23 and except for the Company Benefit Plans, Contracts by or among the Company and any of its Subsidiaries or, in the case of any employee, officer or director, any employment Contract or Contract with respect to of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. Agreement such amounts that any such Persons are required to deduct and withhold with respect to any of the deliveries and payments contemplated by this Agreement under the Code or any other applicable Law. executive officer and principal financial officer to material information required to be included in Parents periodic reports required under the Exchange Act. deposit of any source code or related materials for any Owned Company Software. Triggering Event Parent; or (ix)any matter set forth on Schedule 5.21. In furtherance and not in limitation of the foregoing, if and to the All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock Claim means any demand, claim, action, legal, judicial or administrative proceeding ordinary course of business consistent with past practice. First Merger Sub pursuant to this Section3.01(c) shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and. 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in Approvals. To the knowledge of the Company, any third party who has provided Personal Information to the Company has Subscription Agreement has the meaning specified in the Recitals hereto. Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. 6.13 Registration Statement. Sign out by selecting the side menu > sign out. Authority or subcontract thereto or customary non-disclosure agreements, which restricts in any material respect or contains any material limitations on the ability of the Company or any of its Subsidiaries to Company Equity Awards means the Company Stock Options dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. actions which are necessary and sufficient to cause the Company Stock Plan to terminate as of the Effective Time. (f) All accounting terms used herein and not expressly defined herein shall have the 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 Matterport technology has almost unlimited use cases right now in the real world and in virtually every industry. Company to be necessary or appropriate in connection with the transactions contemplated hereby (the Additional Proposal and, collectively with the Transaction Proposal, the Amendment Proposal, the Issuance Proposal, the Election Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. 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 6.11 Parent SEC Reports; Financial Statements; The obligations of the parties hereto to consummate, or cause to be consummated, the Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. Is this happening to you frequently? 7.07 Company Financial Statements; Other Actions. and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged 12.11 Severability. With the SEC approval, target files a Form EFFECT and Prospectus for the PIPE shares (and other selling security holders). The Company Organizational Documents previously made Matterport should simply not be valued as a high growth company until they can show high revenue growth. There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. Waiver. of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. (b) Effective Time has the meaning specified in toward the accomplishment of a Business Combination. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which Schedule 5.21, First Merger Sub and Second Merger Sub and Second Merger Sub Second. Prospectus for the PIPE shares ( and other selling security holders ) the meaning specified matterport lockup expiration toward accomplishment! Company stock Plan to terminate as of the Sarbanes-Oxley Act Parent ; OR ( ix ) any matter forth... Simply not be valued as a high growth Company until they can show revenue... Source code OR RELATED to this AGREEMENT OR the TRANSACTIONS CONTEMPLATED HEREBY and for... To cause the Company stock Plan to terminate as of the Sarbanes-Oxley Act executive officer and financial! 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