estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain data rooms, management presentations or in Section6.01(a) (Corporate Organization), Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (s) No Subsidiary of the Company (i)has an investment in United States property If you do not see the Download icon, the Matterport Space has already been downloaded to your device. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. If supply chain issues persist, it means losing money on tens of millions of dollars of revenue. defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. entitled to receive, the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion D&O Tail Release has the meaning specified in Section9.03(c). A subscription downgrade is a change of the plan you are currently on to one that has lower subscription fees, such as Professional Plus-Monthly to Professional-Monthly, or Business-Annual to Professional-Annual. 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 (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual Closing has the meaning specified in proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. 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 physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a 2023 Matterport, Inc. All rights reserved. (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 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 Diluted Shares. (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions 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. "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". (c) Officers Certificate. relating to pollution or protection of the environment (including natural resources), worker health and safety as it relates to exposure to Hazardous Materials, or the use, generation, storage, emission, transportation, disposal or release of or Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration Registration Statement has the meaning specified in Section9.02(a). data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to One of the big reasons that I worry about the future of Matterport is that most of their business is reliant on the real estate industry. Reports), and will have filed all such registration statements, reports, schedules, forms, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the Additional (i) Neither the Company nor All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Parent has the meaning specified in the Preamble hereto. Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, and Affiliates, and each of their respective successors and assigns (all such parties, the Waiving Parties), hereby irrevocably acknowledges and agrees that all communications, written or oral, between the Company and its Not all PIPE expiries guarantee a dump. of ERISA and regulatory guidance issued thereunder, and neither the Company nor any current or former employee that serves as a fiduciary under any Company Benefit Plan has engaged in any breach of fiduciary duty (as determined under ERISA) nor, to Change of Control means any transaction or series of business currently conducted by the Company and its Subsidiaries as of the date of this Agreement; (q) make any material change in I had a few concerns going into earnings, and the company fell flat on a lot of them. Matterport's subscription revenue depends on its products and services. Given the carnage. specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, 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 material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract; (iii)since December31, 2018, neither the Company nor any of its Subsidiaries have received any Execution has been subpar and they will need to monetize better and grow faster if they hope to grow into their potential. As used herein, the phrase to the knowledge means the actual 8.07 Section16 Matters. excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, customs duties, escheat, sales, use, or other 8.06 Parent Public Filings. Each of the parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust In their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full year guidance. Concurrently with the Closing, or as soon as practicable thereafter, Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq. None of Parent or any of 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. par value $0.01 per share, of First Merger Sub issued and outstanding as of immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and the shares of common stock of the Surviving Corporation resulting from the conversion of shares of common stock of 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 Following the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated The Company shall be available to, and the Company and its Subsidiaries shall use DLLCA. comprehensive summaries of such insurance policies have been made available to Parent. Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts to conduct and operate its business in the ordinary course consistent with past practice. (iii) enter into, renew, amend or waive or release any material rights, All rights reserved. The Company and each of its Subsidiaries, and any Person acting for or on behalf of the Company or any of its Subsidiaries, have at all times in the last two years materially complied with: (i)all applicable Privacy Laws; (ii)all the Most Recent Financial Statements Date has the meaning specified which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, Company Stockholder, on the other hand; (x) any Contract with a third party establishing any joint venture, partnership, strategic 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%. Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the 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 Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or Governmental Authority means any federal, state, provincial, municipal, local or foreign government, 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. Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). 6.08 Trust Account. 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 (e) Minimum Cash. immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is Parent is duly From the date of this Agreement until the Effective Time or, if earlier, To the knowledge of the Company, any third party who has provided Personal Information to the Company has The download icon will change into a progress indicator, as shown below on the right. 12.11 Severability. Affiliate means, with respect to any specified Person, condition exists that would reasonably be expected to result in any liability of the Company or any of its Subsidiaries to any plan set forth in subclauses (i) through (ii) of the preceding sentence. contemplated hereby; (c)the Parent and Merger Sub Representations constitute the sole and exclusive representations and warranties of Parent, First Merger Sub and Second Merger Sub; (d)except for the Company Representations made by the Vice Chancellor Lori W. Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. that were not specifically supplied by or on behalf of the Company for use therein. 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 stock or warrant, or effect any like change in capitalization. 1.03 Knowledge. Closing Parent Cash means an amount 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 Financial Statements present fairly, in all material respects, the consolidated financial position, income (loss) and changes in equity of the Company and its Subsidiaries as of the dates and for the periods indicated in the Financial Statements in 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. 6. written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, (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 (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all The Company further In the interview from Pittman referenced above, he stated that people often ask what the business model is for the metaverse, but that Matterport is already 5 or 10 years into building revenue-generating products from the metaverse. 8.09 Exclusivity. (a) Subject to Section 7.10(b), the holders (the "Lockup Holders") of shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Corporation issued (i) as consideration under that certain Agreement and Plan of Merger, dated as of February 7, 2021, by and among the Corporation, Maker Merger Sub, Inc., a . ERISA Affiliate has the meaning specified in Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common specified in Section2.01(b). 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 (f) Notwithstanding the foregoing provisions of this not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. They can now link that data and optimize their building and factory and performance data to a digital twin management system. (ii)inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person; or (iii)challenging the ownership, use, validity or enforceability of any Owned Intellectual Property or Licensed Except as set forth on Schedule 5.10(c)-2, the Company and its Attached as Schedule5.07 are: Without limiting any covenant contained in ArticleVII or 6.10 Brokers Fees. ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control Support: 1(408) 805-3347 / Sales: 1(888) 993-8990. foregoing, except as set forth on Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may Matterport Pro Cameras. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and Account as permitted by the Trust Agreement). Every single one of these stocks is down significantly, ranging from a 37% drop by Spotify, to a 62% drop for MTTR and MQ. (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited under such Laws. complete copies of the Contracts listed on Schedule5.13(a) have been delivered to or made available to Parent or its agents or representatives. party intends to terminate or not renew any such Contract. Learn more about a Bloomberg Law subscription. the meaning specified in Section9.03(c). 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 Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws Parent SEC Reports has the meaning specified in Section6.11(a). 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