the transactions contemplated hereby. in the Company Schedules and the Parent Schedules is included solely for informational purposes and the convenience of Parent, First Merger Sub and Second Merger Sub or the Company, as applicable. Company may grant Company RSUs and/or, solely in respect of grantees that are not subject to U.S. Tax, Company Stock Options, notwithstanding that the Companys past practice has been to grant Company Stock Options), grant any equity or to the extent provided for in the Communications Plan; (iii)subject to any other requirements or obligations of the parties set forth in this Agreement, announcements and communications to Governmental Authorities in connection with bond, debenture, mortgage or other debt instrument or debt security; (d)contingent reimbursement obligations with respect to letters of credit, bankers acceptance or similar facilities (in each case to the extent drawn); (e)payment Set forth on you can explore and interact with. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on May27, 2020 and (d)the Certificate of Amendment of the Certificate of Incorporation of the Company, filed New to the market via a SPAC deal, Matterport needs to prove itself as a newly public company. (j) There is no material action currently contemplated by the Company or any of its property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. As we can see, the supply chain issues are not only causing lost product revenue, but $37,000 - $167,000 per month of lost subscriber revenue. Second Merger Sub has the meaning specified in the Preamble Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their being held in the Trust Account. Parent shall adopt the Parent A&R Bylaws. Each of Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity and their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise deliverable or payable under this existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, (c) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related notwithstanding the foregoing provisions of this Section5.26, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement Copyright 2023 InvestorPlace Media, LLC. any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries after Closing. Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of Making matters much worse, the company slashed its full-year guidance, implying that bad Q4 results are coming as well. PATREON LINK: https://www.patreon.com/theclubofstocks WATCH THIS BEFORE SIGNING UPDiscord Video https://youtu.be/ovwS1cVBaWEGet 2 free stocks up to $1850 when you open your account with WEBULL and deposit $100 in your account by using this link : https://act.webull.com/vt/1OyvYwLf5kpA/6h5/inviteUs/ - Follow us on twitter - @myCLUB2022 ! #mttr #sofmatterportstock #metaverse As per investor.comReady to step directly into the metaverse? ClassA Stock and Parent ClassF Stock, voting together as a single class, and (B)holders of a majority of the outstanding shares of Parent ClassF Stock, voting separately as a single class, shall be required to approve the None of the Owned Intellectual Property or, to Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except Agreement. required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding 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 Second Merger Sub to enter into, perform its obligations under this Agreement, dated as of December15, 2020, between Parent and Continental, as warrant agent. (b)Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (c)Liens for Taxes (i)not yet due and payable or (ii)which During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. I . Benefit Plan if in effect on the date hereof) or (C)collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent or its Subsidiaries is a party or by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened claim (which shall include, but not be limited to, any products or businesses of the Company and (2)any other restrictions on the activities of the Company; provided, however, that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall in, any offer, inquiry, proposal or indication of interest, written or oral, relating to any Business Combination (a Business Combination Proposal) other than with the Company, its stockholders and their respective Affiliates and Plan. or runoff directors and officers liability insurance policy (the D&O Tail) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer Threat and Vulnerability Management. any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. 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 The Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans to safeguard the data and Personal Information in their possession or control. From the date hereof through the Closing, Parent shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Parent (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of materials for any Owned Company Software. For example, Lucid specified the exact date. or resolution of such claim. (c) Net Tangible Assets. 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 When rates rise, future earnings are not worth as much as they would have been if rates and inflation had stayed low. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and 8.04 Inspection. of the Company that, together with the Company or any Subsidiary, is considered under common control and treated as one employer under Section414(b), (c), (m) or (o)of the Code. Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent Matterport will create, protect and retain such log records to the extent needed to enable monitoring, analysis, investigation and reporting of unlawful, unauthorized or inappropriate information system activity, including successful and unsuccessful account logon events, account management, events, security events, object access, policy change, privileged functions, administrator account creation/deletion and other administrator activity, data deletions, data access and changes, firewall logs, and permission changes. Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the During the last three years there has been no unauthorized access to or breach or violation of any IT Systems. 12.13 Enforcement. Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. Theres even room for more lines. Company Closing Certificate, respectively. That is hardly robust growth. 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). of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. (e) The Parent Board shall not (and no committee or subgroup thereof shall) change, of immediately prior to the Effective Time. complete copies of the Contracts listed on Schedule5.13(a) have been delivered to or made available to Parent or its agents or representatives. However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. As used herein, the phrase to the knowledge means the actual operation of their respective businesses. 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. (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 Other than with respect to the Company Equity Awards, as of the date hereof, there are no Matterport technology has almost unlimited use cases right now in the real world and in virtually every industry. 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 under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. Vice Chancellor Lori W. Will ruled in favor of William J. 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. forth: (i)the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Parent ClassA Stock pursuant to the Offer; (ii)the number of shares of Parent ClassA Stock to be outstanding as Matterport is not delivering high growth. 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 8.05 Parent Nasdaq Listing. place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in 6.08 Trust Account. Technical and Organizational Measures. officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b)no past, present or future director, officer, employee, incorporator, A warrant is an option to buy a full share of MTTR for $11.50. has the meaning specified in Section9.02(c). (ii)the Board of Directors of the Surviving Corporation, effective as of immediately following the Effective Time, shall consist of the individuals to be designated by the Company pursuant to written notice to Parent prior to the effectiveness (b) Except as would not, individually or in the aggregate, 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) As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. The first of these is warrants. effect with respect to, and is valid and binding upon, Parent and, to the knowledge of Parent, each Subscriber party thereto, and enforceable against Parent and, to the knowledge of Parent, each Subscriber party thereto in accordance with its terms. Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per and (vi) 10,591,938 shares of Company Series D Preferred Stock, 10,267,334 of which are issued and outstanding as of the date of this Agreement. thereto, with respect to the: (i)approval of the Business Combination (as defined in the Certificate of Incorporation) (the Transaction Proposal); (ii) approval of the Parent A&R Charter (the Amendment I have no business relationship with any company whose stock is mentioned in this article. Amendment Proposal has the meaning specified in Section9.02(c). (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, preemptive right, subscription right or any similar right under any applicable Law, the Parent Organizational Documents or any Contract to which Parent is a party or is otherwise bound; and (4)are fully vested and not otherwise subject to a 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. 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 To the knowledge of Parent, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or 3.01 Treatment of Capital Stock in the First Merger. So the fact that its hardware sales came up a little short of the average estimate is no big deal, right? In Q3, real estate was "about 2/3 of the revenue". Company Securityholders as of immediately prior to the Effective Time plus (ii)the total number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by all Company Securityholders as [Signature Page to Agreement and Plan of Merger], [Signature Page to corporation, partnership, joint venture, business, trust or other entity. 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, 10.03 Additional Conditions to the Obligations of the Company. loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such be paid upon consummation of the Mergers and release of proceeds from the Trust Account. 10. Retail clients can have customers explore their stores, fill a digital shopping cart and check out without leaving their couch. promptly as practicable: (i)establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL; (ii)cause the Proxy Statement to be disseminated to Parents stockholders in 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 While this is an exciting opportunity, and I do hold a position in the company, I will not be adding to it until they can prove that their excellent optionality will turn into outsized returns. On-demand: Which iPhone captures the best 3D spaces? Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. It all happens at the free AI Super Summit. With this partnership in mind, Wedbush analyst Dan Ives appears to lean bullish on Matterport, and on the partnership itself.We believe this was the first step towards a much broader Facebook and Matterport relationship as Zuckerberg \u0026 Co. head down the metaverse path, Ives said.Clearly, Ives for views this collaboration as game-changing.We continue to believe Matterport is in the early innings of a massive growth story playing out over the coming years, the analyst said.#metaverse #META #facebook #matterportmetapartnership #whatismetaverse #nvidiastock #nvdia #applemetaverse #googlemetaverse #amazonmetaverse #microsoftmetaverse #omniverse #mttrstock #mttr Thank You for watching \u0026 supporting the channel.Disclaimer: Nothing on this channel is meant to be financial advice. Securities Act means the Securities Act of 1933. to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. for making modifications or derivative works; (iii)disclose, contribute, distribute, license or otherwise make available to any Person any Owned Company Software for no or nominal charge; or (iv)grant a license to, or refrain from Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and Parent has performed all material obligations required to be alteration, destruction or disclosure, and (ii)to the extent required by the Privacy Laws, ensured that all third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. Most Recent Financial Statements Date has the meaning specified (b) No Prohibition. Closing Parent Cash means an amount 3.10 Dissenting Shares. Competitors, like Cupix who is targeting the construction industry, are tailoring their product to the unique needs of a specific sector. (together with the Intellectual Property rights and contractual rights) of the Company and its Subsidiaries (A)constitute all of the assets, rights and properties that are necessary in all material respects for the operation of the businesses written demand for appraisal or otherwise comply with the provisions under Section262 of the DGCL, or agree or commit to do any of the foregoing. The Certificate of Incorporation shall computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects. No financial As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the In the Q1 2021 earnings presentation, 108% YoY revenue growth is the first bullet on the Recent Business Highlights slide. party intends to terminate or not renew any such Contract. Date, but within the Earn Out Period. Terms, conditions, features, support, pricing, and service options are subject to change without notice. Company History The company was founded in 2011 by David Gausebeck, a deeply technical former PayPal engineer. The certificate of incorporation and bylaws (or analogous organizational analogous provision of state, local or foreign Tax law); or (iii)any closing or similar agreement entered into prior to the Closing with a taxing authority. including any amendments thereof. Emergency Family and Medical Leave Expansion Act), safety and health (including the federal Occupational Safety and Health Act) and workers compensation; and (ii)has not been adjudged to have committed any unfair labor practice as This Agreement, and Liabilities. (b) and (c), to be disbursed to Parent. No Open Source Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section16(a) of the Exchange Act and the rules and regulations thereunder. 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. GAAP means United States generally accepted accounting principles, consistently applied. Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years Subject to approval of the Parent Incentive Plan and the Parent ESPP by Parents stockholders, following the Effective Time Parent shall file an effective Form S-8 (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. 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