Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. 5.05 Governmental Authorities; Consents. Company Affiliate Agreement has the meaning specified in Section5.23. Liabilities. right to receive, upon such surrender, the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and a number of Earn Out Shares in accordance with ArticleIV Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the outstanding shares of Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Parent Incentive Plan Proposal and the Parent ESPP Proposal (together with successor of any of the foregoing; provided, however, that Parent Related Parties shall not be deemed to include Parent, First Merger Sub or Second Merger Sub. Action means any Claim that is by or before any Governmental Authority. 12. and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its Subsidiaries and their assets and properties; (s) implement any employee layoffs, plant closings or similar events that, individually or in the aggregate, would give rise to any obligations Triggering Event Any Action based upon, arising out of or related to this Agreement, or the transactions Section2.03. (Source: Q3 and Q4 earnings reports). shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common All renewal, maintenance and other necessary you can explore and interact with. primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. (c) To the Stockholders who will receive Parent ClassA Stock pursuant to ArticleIII, will enter into an amended and restated Registration Rights Agreement (the A&R Registration Rights Agreement), in the other business entity of which: (a)if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees any breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, such that the conditions specified in Section10.03(a) or Section10.03(b) would (b) Each of Notwithstanding the foregoing provisions of this The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. Our 7 Top Picks. Amount of Analyst Coverage Matterport has only been the subject of 3 research reports in the past 90 days. (c) Neither the Company nor any of its Subsidiaries are subject to any 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 ClassA Stock issuable upon exercise of such Rollover Option shall be determined by dividing (A)the per share exercise price of the Company Stock Option as in effect as of immediately prior to the Effective Time, by 5.09 Litigation and Proceedings. Section6.08. generality of the foregoing, except as set forth on Schedule 7.01, as expressly contemplated by this Agreement or as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be 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 (a) The Company and its Subsidiaries do not own and have never owned any real property. equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or Section5.22(a). capitalization of the Company; (ii)the number of Company Stock Adjusted Fully Diluted Shares; (iii)the Per Share Company Common Stock Consideration for each Company Stockholder; (iv)the Per Share Company Preferred Stock under Section367 of the Code. 6.15 Parent Listing. 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. claim, election, disclosure, declaration, information report or return, statement, estimate or other document filed or required to be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and (b) As of the date hereof, except for the Companys or any of its Subsidiaries ownership interest in such Subsidiaries, neither the than as required pursuant to Company Benefit Plans in effect on the date of this Agreement (or adopted or entered into after the date hereof in accordance with Schedule 7.01(e)) or applicable Law: (i)increase any compensation or There is no material liability, debt or obligation against the Company or any of its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto), Each party policies, programs, practices, arrangements or agreements. Password Management. The Company has made In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. 11.02 Effect of material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be by Parent 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 Most Recent Financial Statements Date has the meaning specified 7.03 Exercise of Company Warrants. Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. 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. fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information. Agreement, in connection with the Transactions, each holder of a Company Warrant has entered into a warrant exercise agreement with the Company, pursuant to which each such holder has agreed that, at the Closing, all of its Company Warrants will adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or any other like change or transaction with respect to Parent ClassA Stock occurring at So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile Parent listed onSchedule8.08(b)to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c)the individuals transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). Business Combination has the meaning ascribed to 12.05 Expenses. Each person appointed as a director of the Surviving Corporation pursuant to the preceding sentence shall remain in office as a director of the Surviving Corporation until his or her successor is elected and (a) The Subsidiaries of the Company as of the date hereof are set forth on Schedule5.02, including a description, in 7.09 Non-Solicitation. the circumstances under which they were or will be made, not misleading. prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: Press J to jump to the feed. Company Warrants means any warrant to purchase shares of Company Stock. 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 income tax purposes. Not sure where to start? 10.01 Conditions to Obligations of All Parties. required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. liability of any other Person arising under Environmental Law or relating to Hazardous Materials. a system of internal accounting controls. (b) Except as would not, individually or in the aggregate, any action, investigation or inquiry regarding compliance with such Laws, received a written request from any Governmental Authority relating to such Laws, been a party to any proceeding relating to such Laws, or been assessed any fine or penalty 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 in International Business Transactions. of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. Consideration. 12.14 Non-Recourse. licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental prior to the Closing. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of specified in Section8.11. documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (f) Since the date of Parents formation, there has not been any change, development, condition, 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 Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth 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 Let us do it for you. 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 agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or confidence both during and after such Persons employment or retention, as applicable, and (ii)presently assigned to the Company or one or more of its Subsidiaries all of such Persons rights, title and interest in and to all . If Chick-Fil-A (a Matterport customer), for example, needs to do upgrades or check if their spaces conform to a new OSHA standard, they can check their 2700+ locations for compliance in the same amount of time it takes to perform a Google search. subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with Workstation Protection. Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . permitted under applicable Law). Matterport reduces cost for building upkeep and determining if there are areas in your commercial space that are in need of additional maintenance. Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. 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%. (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in Privacy by Design. Parent has performed all material obligations required to be after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (such period from the time the Parent Intervening Event Notice is provided until 5:00 p.m. representations letter in substantially the form attached hereto as Exhibit F, duly executed by each Company Stockholder that executes the Stockholder Written Consent. extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, First Merger Sub and Second Merger Sub shall: (A)offer, negotiate, commit to and Parent Warrant means a warrant Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial the Company or its Subsidiaries that are party thereto and, to the knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, is enforceable by the Company or its with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. Subsidiaries (other than annual. None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (ii)terminate access to any Parent ClassA Stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (as adjusted as appropriate to reflect any stock splits, reverse stock splits, 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, contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in (d) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions Waiving Parties has the meaning specified in Section12.17. representation, warranty or covenant and (b)such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on Intellectual Property means all Intellectual Property (other than Owned Intellectual Property) used, practiced or held for use or practice by the Company or any of its Subsidiaries. Material Permits has the meaning Days after the Closing Date, the Surviving Corporation and Second Merger Sub shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section264 of writing and shall be deemed to have been duly given: (a)when delivered in person; (b)when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid; Companies typically report lower-than-expected earnings for a few quarters while waiting for their subscription revenue to catch up to what they used to receive from their fatter, one-time license payments. (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 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. concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b)the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions . Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the Required Parent Stockholder Approval); and (iv)holders of a majority of the Without limiting the generality of the of its obligations hereunder. All 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 or perform its obligations under this with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. Information prior to the Closing. Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. Triggering Event IV, Triggering Event V and Triggering Event VI. GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. of its Subsidiaries or (ii)to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. 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. the Second Merger. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. Schedule6.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule6.16(a)), (B) any Parent Benefit Plan (or plan that would be a Parent (a)any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b)Parent shall issue the applicable Earn Out Shares to the Company Securityholders (in accordance with their respective Earn Out Pro Rata (i)pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii)to a Person who otherwise has a duty to protect such Trade Secret. the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote (e) Company Stockholder Approval. or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out entitling the holder to purchase one share of Parent ClassA Stock. 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 shall the Company Securityholders be entitled to receive more than 23,460,000 Earn Out Shares. 3.07 Withholding. I would expect this growth to be constrained as management fights both supply chain and hiring issues. Section2.07. Physical Security. of the A&R Registration Rights Agreement duly executed by Parent, and (b)the Company shall deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by the Company, and shall use reasonable best efforts to cause commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. Earn Out Shares has the meaning specified in furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a They released a new Android app that can capture digital twins with virtually any Android device and their balance sheet also shows no long-term debt. all purposes. Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. Parent Organizational Documents. 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 (b)the Outstanding Parent Expenses to the extent not paid by Parent prior to the Closing. 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). costs and expenses of Parent incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated hereby and the consummation of the Transactions, whether otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of accordance with the terms of the Trust Agreement)), Parent shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices 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. or adopt any such Parent Benefit Plan. 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, Open the Matterport project you'd like to share, Enter the email address of the user you'd like to invite, Choose admin permissions -From the dropdown menu, select either, Stay within your invitation limits - The total number of Collaborators you can add to your account depends on your Matterport Cloud subscription, A request to reset your password will be sent, In the top-right corner, click the arrow next to your account name, Log into Matterport Cloud (my.matterport.com). 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