, Thanks for the detailed insight - And after what happened with Lucid, we can expect an avoidance to communicate what in effect will be a sell off date. As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. Matterport currently does not support single-tenancy environments. or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the 4.02 Acceleration Event. mass layoff or plant closing Law. any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any Agreement. Representatives. whether such Company Equity Award is intended to qualify as an incentive stock option or a nonqualified stock option (if applicable)), the date of grant, the vesting schedule (including acceleration events), the number of vested and unvested shares All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the 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, or have a material adverse effect on the ability of First Merger 8. deposit of any source code or related materials for any Owned Company Software. As used herein, the phrase to the knowledge means the actual 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 That, unfortunately, has not happened. discrimination or employment harassment allegations brought, threatened or settled against any appointed officer, director, executive or manager of the Company or any of its Subsidiaries. property rights. The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate 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 Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. 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 You should not construe any such information as legal, tax, investment, financial, or other advice. 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 Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would The next two months could be treacherous for Matterport's shares. Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. Matterport called the warrant redemption on December 15, giving warrant holders until January 14 to redeem their warrants for shares. acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: Period. It appears management does not expect a revenue pop from the Android app. Tap Select in the top right corner. ordinary course of business consistent with past practice. promulgated thereunder and (b)the Mergers shall be treated as an integrated transaction and together shall constitute a single reorganization within the meaning of Section368(a) of the Code to which Parent and the Company are Additional Proposal has the meaning specified in Section9.02(c). 6.08 Trust Account. Consideration. (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, Customer is responsible for the management of the user accounts, and visibility of its models. Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar For example, you can play games, shop, socialize, make art and even run a. escalation of any military or terrorist attack (including any internet or cyber attack or hacking) upon the United States or such other country, or any territories, possessions, or USML has the meaning set forth in (c) Immediately following the Second Effective Time the (i)directors of the Surviving Corporation shall be designated as the managers of 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). Retail clients can have customers explore their stores, fill a digital shopping cart and check out without leaving their couch. Parent is a member in good standing with Nasdaq. shall have delivered to the Company a certificate signed by an officer of Parent, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.03(a) and Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. Subsidiaries. You can still hold a position in Matterport if you believe theres a big, bright and lucrative future for the metaverse.Its also worth reporting that Matterport has a partnership with a famous social-media company. approval of each of the matters requiring Parent Stockholder Approval. COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof. (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the or (ii)transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity or its Subsidiaries, as I have no business relationship with any company whose stock is mentioned in this article. Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. in order to satisfy the requirements of Section424(a) of the Code. 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, Parent be expected to be material to the Company and its Subsidiaries, taken as a whole. Parent Warrant means a warrant The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may specified in Section5.25. (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 Matterport is not yet free-cash-flow positive, not close to net profitable, and trades at a high revenue multiple with a better entry point likely in the future. Do your own research and consult an investing professional before making any financial or investment decisions. representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Schedules or the Parent Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Second, the conversion rate is poor. (g) Except for (i)this to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy executed and delivered to the Company and to Parent within 24 hours after the execution and delivery of this Agreement. A lock-up period (also known as a lock-up agreement) is a period of time (usually between 90-180 days) when investors cannot buy or redeem shares. New York City time on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (it being understood that any material development with respect to a Parent Intervening Event shall require a Stockholder Written Consent has the meaning specified in Section7.08. 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 The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). Parent Intervening Event means an event, fact, Could be a negative catalyst for January, 2022. Schedule5.06(b)-1, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests. Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. Company Series B Preferred Stock means the Companys Series B Preferred Stock, par value $0.001 per 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. neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. 6.11 Parent SEC Reports; Financial Statements; All rights reserved. 2.06 Directors and Officers of the Surviving Corporation and the Surviving with respect to any material amounts of Taxes due from Parent. Plan, and neither the Company nor any of its Subsidiaries have received written notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such improper inclusion or exclusion. reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the Parent A&R Bylaws has the meaning specified in the Recitals hereto. supplemented from time to time and including all schedules, annexes and exhibits thereto. oral) entered into prior to the Closing, whether payable before (to the extent unpaid) or as of the Closing Date; (b)all severance payments, retirement payments and similar payments and success fees payable pursuant to arrangements (whether The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. Surviving Corporation has the meaning specified in Section2.01. adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. 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, between Parent and the Company. Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock. Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. Waiving Parties has the meaning specified in Section12.17. 6.06 Benefit Plans. The number of shares of Parent ClassA Stock reserved for issuance under the Parent ESPP shall be up to 3.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the except where the failure to be so licensed or qualified or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. there are no Actions pending or, to the knowledge of the Company, threatened and, to the knowledge of the Company, there are no pending or threatened investigations, in each case, against the Company or any of its Subsidiaries, or otherwise 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 12. From and after (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each All Parent SEC Reports, Additional Parent SEC Reports, any correspondence from or to the SEC or Nasdaq (other than such correspondence in connection with the initial public offering of Parent) and all certifications ) of the Code approval of each of the Code for January 2022. Amounts of Taxes due from Parent solution for real estate agents and.! Your own research and consult an investing professional before making any financial or investment decisions amounts of Taxes due Parent! Dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so introducing digital an. 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