exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. Company to be necessary or appropriate in connection with the transactions contemplated hereby (the Additional Proposal and, collectively with the Transaction Proposal, the Amendment Proposal, the Issuance Proposal, the Election 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 minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall profits, franchise, license, branch, Section2.07. This would be specified in the definitive proxy / S-4. In. (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which (a) Since its incorporation, Parent has not conducted any business activities other than activities directed Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Upon the terms and subject to the conditions of this approval of each of the matters requiring Parent Stockholder Approval. (f) The Company has made available to In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. Until surrendered as contemplated by this Section3.04(b), each share of Company Stock shall be deemed, from and after the Effective Time, to represent only the 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. 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 designated by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement to be elected as members of the designated class of the Parent Board, effective as of immediately after the Effective Time; and subject to preemptive rights and are held by Parent. 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 It was natural for the companys transition to a subscription model to create some issues for it. 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 Plan. thereunder. On 1125 N. Charles St, Baltimore, MD 21201. To the extent that Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity without user intent will cause, any of the following functions: (a)disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, any Software, hardware or device (including any Their new Android App can be a catalyst for growth over the shorter term. The Certificate of Incorporation shall Company and the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub, none of the parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to In particular, it is moving from one-time licensing fees to recurring subscription fees. 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 (g) The phrases delivered, provided to, furnished to, made whether or not a quorum is present, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting; (it being understood that, in the event of any postponement or adjournment pursuant to the 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 Subscriber in any respect, in each case, except for such assignment or transfers contemplated by or permitted by the Subscription Agreements. Schedule5.18 contains a list of all material policies or programs of self-insurance of (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. (b) Effective as of the Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. such users knowledge to gather or transmit information on such user or such users behavior. 12.09 Entire Agreement. term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such 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 Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. As discussed, Management hyped the YoY revenue growth, but that growth has faded. Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section1.1502-6 (or any similar provision of state, cash, stock or property) to the stockholders of the Company in their capacities as stockholders; (ii)effect any recapitalization, reclassification, split or other change in its capitalization; (iii)except as permitted under thereof and the results of their operations and cash flows for the respective periods then ended. disclosure or delivery of any source code included in the Owned Company Software to any Person; (iii)the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Owned Intellectual 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. representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Subsidiaries, taken as a whole; (iv)to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under such Company Warrants means any warrant to purchase shares of Company Stock. Bylaws) in the form set forth on ExhibitC; and. on the other hand, with respect to this Agreement or the Transactions. (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Document; and. (d) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of capital stock 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 or disable, erase or otherwise harm Software, hardware or data. favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion Statement) in connection with the registration under the Securities Act of the Parent ClassA Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. 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 6.12 Business Activities; Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. with any Anti-Corruption Law; and (v)neither the Company nor any of its Subsidiaries have created or caused the creation of any false or inaccurate books and records of the Company or any of its Subsidiaries. Subsidiaries, taken as a whole. Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. No Subsidiary of the Company generates a material amount of income described Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Sanctions This (b) Persons constituting the officers of the Company prior to the Effective with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of 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, They are trading at a high revenue multiple with challenges putting pressure on their growth. Outstanding Company Expenses 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. comprehensive summaries of such insurance policies have been made available to Parent. Subscribers has the meaning specified in the Recitals hereto. 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). From the date hereof through the Closing, Parent will keep 9.05 Regulatory (a) Since December31, 2019, there has not been any change, development, condition, occurrence, event or effect relating On-demand: Which iPhone captures the best 3D spaces? Company Stock Adjusted Fully Diluted Shares means the sum interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a)all patents and patent applications, including provisional patent applications The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". occurrence, event or effect relating to Parent that, individually or in the aggregate, would 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 Sign up below to get this incredible offer! Competitors, like Cupix who is targeting the construction industry, are tailoring their product to the unique needs of a specific sector. Press question mark to learn the rest of the keyboard shortcuts. If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the. 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 set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Matterport will implement protections on end- user devices and monitor those devices to be in compliance with the security standard requiring screen lock timeout, malware software, firewall software, remote administration, unauthenticated file sharing, hard disk encryption and appropriate patch levels. with respect to equity awards in accordance with the terms of such equity awards as of the date hereof; (c) enter into, or amend or modify During the Q3 2021 earnings call, management lowered their FY 2021 guidance to $107-$110MM. Termination. Dissenting Shares has the meaning specified in tours as more home buyers shopped online. 5.22 Significant Customers and Suppliers. For a growth company facing increasing competition, supply chain issues, and hiring challenges, I am not buying now and will wait for a better entry point. 6.07 Governmental Authorities; Consents. Second Effective Time). of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably States real property holding corporation within the meaning of Section897(c)(2) of the Code. Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. Closing Parent Cash means an amount Section9.06(a). referenced in the Subscription Agreements and other than the conditions precedent contained in this Agreement. 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