During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. Lockup Expiration date The SEC document specifies the lockup period as " (i) the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction; " Each party ft. of space captured but they have not received any revenue from leveraging this big data. (iii) enter into, renew, amend or waive or release any material rights, This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Subsidiaries to the extent a party thereto in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors Trustee has the meaning specified in of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. 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 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. tax, governmental fee or other like assessment in the nature of a tax and (b)any interest, penalty, fine, levy, impost, duty, charge, addition to tax or additional amount imposed with respect thereto by a Governmental Authority, whether as a 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 As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of specified in Section6.08. in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid as compensation for services. 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 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 Communications Plan has the meaning specified in Section9.04(b). or Second Merger Sub. Each quarter their free subscriber growth is growing very robustly, but the proportion of those subscribers who turn into paying customers is decreasing over time. I . (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC No Company Equity Award is subject to Section409A of the Code. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Press 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. The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be own expenses incurred in connection with this Agreement and the transactions contemplated hereby (whether or not such transactions are consummated), including all fees of its legal counsel, financial advisers and accountants; provided, hereof, (i)the name of the holder of such Company Warrant, (ii)the class, series and total number of shares of Company Stock that are subject to such Company Warrant, (iii)the date on which such Company Warrant was issued and the the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the (g) None of the source code or related materials for any Owned Company Software has been licensed or provided to, or used or accessed by, any Disclosure: I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. Subsidiarys payroll to facilitate applicable withholding. This will be a key performance indicator that I will be looking at in 1Q22. transactions contemplated by this Agreement); (ix) other than in the ordinary course of business consistent with past practice, make any What Is the Best Tech Stock to Buy Now? 5.07 Financial Statements. Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, (c) Unless the context of this Agreement otherwise requires, references to statutes corporation, partnership, joint venture, business, trust or other entity. each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. Period. The Company maintains Sub and Second Merger Sub are newly formed, wholly owned, direct subsidiaries of Parent, and were formed for the sole purpose of the Mergers; WHEREAS, pursuant to the terms and subject to the conditions hereof, at the Closing, (a)First Merger Sub is to merge with and into the 7.02 Inspection. Company pursuant to Treasury Regulations Section1.1445-2(c) dated no more than 30 days prior to the Closing Date and signed by a responsible corporate officer of the Company in the form set forth as Investors have since rewarded Matterport with revenue multiple, but in the 5 quarters following Q2 2020, revenue has only grown a total of 13.9%. Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. Company Affiliate Agreement has the meaning specified in Section5.23. Parent and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions (the Communications Plan) promptly following the date hereof. destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. Agreement, dated as of December15, 2020, between Parent and Continental, as warrant agent. At under $16 per share now may by a decent entry. of the Registration Statement, and, as of immediately following the Effective Time, such individuals shall be the only directors of the Surviving Corporation (including by causing the Company Board to adopt resolutions prior to the Effective Time I actually lost a bit of money on those. identify or is otherwise associated with an individual person. Information prior to the Closing. States real property holding corporation within the meaning of Section897(c)(2) of the Code. award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Parent shall, Issuance Proposal has the meaning specified in The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on disclosure of Personal Information. Because Brown wasnt given stock in the combined company until he executed letters of transmittal months after the transaction, those shares werent covered by the bylaw, the judge said. (c)when delivered by FedEx or other nationally recognized overnight delivery service; or (d)when e-mailed during normal business hours (and if emailed outside of normal business hours as of the parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; (ii)internal announcements to employees of the Company and its Subsidiaries, 6.17 Investment Company Act; JOBS Act. Their quest for big data has also led to some questionable lines in the Terms of Use that might not sit well with some users: you give Matterport an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such material you submit, without any payment or accounting to you or others. Vulnerability scanning (all internal systems), Annual penetration testing (Internet facing systems) within. the Required Parent Stockholder Approval if the Parent Board shall (i)have made a Parent Change in Recommendation or (ii)have failed to include the Parent Board Recommendation in the Proxy Statement distributed to Parents Subsidiaries. described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement. Tap Duplicate to create a copy of the selected model (s) You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. 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 Password Management. and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not obligations for which a claim has been made); provided, however, that Indebtedness shall not include (i)accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business Agreement, ERISA Affiliate means any entity (whether or not incorporated) other than the Company or a Subsidiary. Intellectual Property, other than non-exclusive click-wrap, shrink-wrap and liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents expected to result in the substantial disruption of or interruption in or to the use of such IT Systems or the conduct and operation of the business of the Company or any of its Subsidiaries. Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder Environmental Laws, including obtaining, maintaining and complying in all material respects with Permits required under Environmental Laws. algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b)databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the qualified or until his or her earlier resignation or removal. continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the 7.08 Company Stockholder Consent. This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. Company in writing and specified in the First Certificate of Merger (the Effective Time). Preferred Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section2.04(b). (iii)neither the Company nor any of its Subsidiaries have conducted or initiated any internal investigation or made any voluntary, directed or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising Redeeming the warrants also means that they no keep the warrants as a liability on their books. 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 An impressive number but only created from the highly favorable comparable of Q1 2020. enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general in a proceeding in equity or at law); (ii)neither Parent nor, to the knowledge of Parent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a organizational documents of the Company or any of its Subsidiaries; (b) (i) make, declare or pay any dividend or distribution (whether in 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. (b) The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, (d)documentation relating to any of the foregoing, including user manuals and other training documentation. Please disable your ad-blocker and refresh. Specified Commercial Transaction Guide (Japan), Open the Matterport Capture app on your iOS device, When finished with your scan, tap the "Upload" icon in the top right, The original owner (giver) initiates the transfer from Matterport Cloud (. Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. The latest quarter only had a 3% QoQ growth in subscription revenue. The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a Effective Time has the meaning specified in 8.11 Insider Letters. Following the Effective Time, no Parent Stockholder shall be (b) From the Most Recent Financial Statements Date through the date of this Agreement, the Company and its Subsidiaries (i)have, in all 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 Common Stock shall be entitled to such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the Company Expenses and Outstanding Parent Expenses pursuant to Section3.09 and the payment of cash in lieu of the issuance of any fractional shares pursuant to Section3.08; (c) the repayment of one-fifth of one Parent Warrant. has established and maintains disclosure controls and procedures as required under Rule 13a-15 under the Exchange Act. (h) Except as any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange 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, Parent hereby agrees to enforce the terms and conditions 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, Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . All information (d) Since their organization, neither First Merger Sub nor Second Merger Sub have conducted I work in research and development in the energy industry and enjoy analyzing companies and investing. That, unfortunately, has not happened. Section6.08. 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. Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and They are trading at a high revenue multiple with challenges putting pressure on their growth. Early investors often have their money tied up for years and are finally able to cash in. A date to brace for impact. (i)an installment sale or open transaction disposition that occurred prior to the Closing; (ii)any change in method of accounting prior to the Closing, including by reason of the application of Section481 of the Code (or any First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. Front run the PIPE lockup expiration with a short . Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. For a period of six Law means any statute, law, constitution, treaty, principle of common law, resolution, code, ordinance, SEC means the No labor union or organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending written demand directives and guidance from the Centers for Disease Control and Prevention, the United States Department of Labor and the Occupational Safety and Health Administration. fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Mergers, would reasonably be expected to prevent or impede the Mergers and the applicable issuance(s) of Earn Out Shares from 2021 Home Buyers and Sellers Generational Trends Report. Statement (together with any amendments or supplements thereto) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), Section6.08. effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and taken any action relating to any employee or worksite thereof that would require the service of a notice under WARN, taking into account any temporary or permanent modification of WARN as a result of COVID-19 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. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and 9.07 FIRPTA. 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 Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. to the party to which such information or material is to be provided or furnished (i)in the virtual data room set up by the Company in connection with this Agreement or (ii)by delivery to such party or its legal counsel via calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the Parent shall have at least ( Internet facing systems ) within ; Jr & # x27 ; of undefined throws at:. 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