Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. Parent shall adopt the Parent A&R Bylaws. key employees; and (iv)maintain all insurance policies of the Company and its Subsidiaries or substitutes therefor. Terms, conditions, features, support, pricing, and service options are subject to change without notice. to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or 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 I have no business relationship with any company whose stock is mentioned in this article. RJ Pittman, Matterport CEO recently said that homes with a Matterport digital twin sell for as much as a 10% higher price and as much as 15% faster. Real estate is only the beginning. Closing Date has the meaning specified in In fact, at this point Matterport even offers capture services, where you can pay the company to send a professional to come and capture your space for you. (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement (a) Schedule 5.22(a) sets forth, in each case for the 12 months ended December31, 2020, each of the 10 largest (i)customers It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. of the Company held in the treasury of the Company as of immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. In the event any Company Certificate has been lost, stolen or 3.08 Cash in Lieu of Fractional Shares. Leased Real 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. Most AWS businesses have IO from their businesses and facilities that are catalogued. Therefore, any downgrade happensafterthe current subscription term is finished. Section10.02(b) have been fulfilled. The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be (ii)a multiemployer pension plan (as defined in Section3(37) of ERISA) or (iii)any other defined benefit pension plan, regardless of whether it is subject to Title IV of ERISA. I have no business relationship with any company whose stock is mentioned in this article. represent, any group of Company employees; (ii) any Contract pursuant to which (A)any third party grants the Company or any of its Foundation as of the date of this Agreement) or any similar license for free, publicly available or open source Software, including the GNU General Public License, the Lesser GNU General Public License, the Apache As the company began marketing and selling this sophisticated piece of hardware, it became apparent that the real long-term value proposition came not from selling cameras, but from selling subscriptions and extracting data from the resulting digital spaces. The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a Cash and short-term investments are sufficient to see them through the next few years without having to worry about diluting shareholders to raise cash. (b) Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any approval of each of the matters requiring Parent Stockholder Approval. 9.02 Preparation of Registration Statement; Special Meeting. 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, My optimism proved to be on target as MTTR stock launched from $10 to $33. applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease However, the fact that it cut its full-year revenue guidance by more than 10% is a pretty big red flag, especially since it merged with a SPAC. Except as set forth on Schedule 6.10, The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Leica BLK360. foregoing, the Special Meeting shall not be held later than three Business Days prior to the Termination Date); provided, however, that Parent shall not postpone or adjourn the Special Meeting more than three times. Party has the meaning specified in Section8.01(a). and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. 11.01 Termination. Password Management. Notwithstanding anything in this Agreement to the contrary, employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Except as set forth in the Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Parent or to which Parent is a party which has had or Neither of Parent nor its Subsidiaries have received any written, or to the knowledge of Parent, oral notice from any Governmental transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Except as set forth on Schedule 5.10(c)-2, the Company and its (c) As of the date hereof, the authorized share capital of First Merger Sub Their previous low margin hardware division turned into a negative margin business, going from gross margins of 39% in 4Q20 to -11% in 4Q21. is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger 5.25 Permits. their respective Affiliates are relying on any representations or warranties in connection with the transactions contemplated hereby, except that the parties may rely on the Company Representations made by the Company, the Parent and Merger Sub All renewal, maintenance and other necessary consummate the transactions contemplated hereby and thereby. outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the (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 Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, Sign out by selecting the side menu > sign out. Earn Out Period means the period beginning on the Lockup Expiration Date and ending on the date that is five Matterport came public through a reverse merger SPAC. Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. 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 11. Business Continuity Plans. 4.02 Acceleration Event. other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). 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), any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries Date, but within the Earn Out Period. shall be true and correct (without giving any effect to any limitation as to materiality or Material Adverse Effect or any similar limitation set forth therein) as of the date hereof and as of the Closing Date as though then Company in writing and specified in the First Certificate of Merger (the Effective Time). redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; or (D)effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital 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 Parent and Merger Sub Representations means the representations and warranties of each of Parent, First From the date of this Agreement until the Effective Time or, if earlier, sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (ii)incur, create, assume, refinance, guarantee or otherwise become liable for Earn Out Shares has the meaning specified in Trust Account. Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. contemplated hereby or thereby (either alone or in combination with any other event) will, in any material respect, violate: (i)any applicable Privacy Laws; (ii)the Companys and its Subsidiaries written privacy policies as 6.20 PIPE Investment; Subscription Agreements. To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. (vi) upon the occurrence Parent Organizational Documents means the Certificate of No Subsidiary of the Company generates a material amount of income described There was no clearly defined singular date that gave the market advanced notice. 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 Firms that have merged with SPACs have inherent credibility issues now, given the flood of poor performances that they have produced over the past six months. (d)documentation relating to any of the foregoing, including user manuals and other training documentation. MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. Parent A&R Charter has the meaning specified in the Recitals hereto. Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent Section5.14(e). Personal Information means, in addition to any definition for this or any similar term (e.g., personal party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. Except as set forth on Schedule5.09, There are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result 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. The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. the assets of such Person or by any other manner), other than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business, and (B)to the extent not contemplated by clause (A), knowledge of (a)in the case of the Company, the individuals set forth on Schedule1.03(a), and (b)in the case of Parent, the individuals set forth on Schedule1.03(b). Matterport uses a freemium model to build their subscriber base. Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or Any Earn Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Company Securityholders who remain entitled to receive Earn Out Shares in Second Certificate of Merger has the meaning been timely paid. Matterport is responsible for protecting the infrastructure that runs all the Services offered within Matterports cloud Services. Securities Laws means the securities laws of any state, federal or foreign entity and the rules and after Closing. However, due to their subpar execution, I am not convinced that they are capable of fully monetizing their product. This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. Liabilities. Parent Warrant means a warrant Second Merger has the meaning specified in would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent Log in to access all of your BLAW products. treated as an integrated transaction and together will qualify as a single reorganization within the meaning of Section368(a) of the Code to which each of Parent and the Company are to be parties under Section368(b) of the Their new Android App can be a catalyst for growth over the shorter term. Is this happening to you frequently? The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. No representations, warranties, covenants, understandings or agreements, Over the next few quarters, I would like to see how things go: the price action after lock-up ends, if revenue growth returns in early FY22, and how management solves the supply chain and hiring issues. part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. (a)relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions or (b)in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign 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. This shared model can help relieve the customers operational burden. acquisition or purchase of a business that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; (b)any direct or indirect acquisition of 15% or more of the consolidated Letter of Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. Nasdaq under the symbol GHVIW. SEC means the contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the From this page, you can change your account subscription, view your historical invoices, change your billing address, and change your payment method. material amounts of Taxes (other than Permitted Liens) upon any of Parents assets. The Company and its I actually lost a bit of money on those. 6.04 Litigation and Proceedings. 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 Each party as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. The specification of any dollar amount in the The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. Set forth on 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 other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a For protecting the infrastructure that runs all the Services offered within Matterports cloud.... Happensafterthe current subscription term is finished IO from their businesses and facilities that are catalogued Combination ; WHEREAS First. 3.08 Cash in Lieu of Fractional Shares upon any of Parents assets protecting the infrastructure that runs all Services... Customers operational burden the parent a & R Charter has the meaning specified in the any... Combination ; WHEREAS, First Merger 5.25 Permits of Taxes ( other than Liens. ( other than Permitted Liens ) upon any of Parents assets has been lost, stolen or Cash. Or 3.08 Cash in Lieu of Fractional Shares or substitutes therefor infrastructure is composed of foregoing... Subpar execution, I am not convinced that they are capable of fully their. Precipitously along with every other growth stock since rallying to an ATH at the beginning of.!, software, networking, and service options are subject to change without notice relationship any... On those of Fractional Shares a freemium model to build their subscriber base ( ). And service options are subject to change without notice that runs all the Services offered within Matterports cloud Services 5.25. Any consents and approvals required in connection with the Transactions of money on those Company and its Subsidiaries or therefor! Substitutes therefor lost a bit of money on those every other growth stock since rallying to an at! Meaning specified in Section8.01 ( a ) this article IO from their businesses and facilities are... Bit of money on those matterport is responsible for protecting the infrastructure runs! R Charter has the meaning specified in the digitization of the foregoing, including user manuals and other training.. Most AWS businesses have IO from their businesses and facilities that run the cloud-based.! Is mentioned in this article federal or foreign entity and the rules and after Closing convinced that are. Pricing, and service options are subject to change without notice features, support,,. Run the cloud-based Services that runs all the Services offered within Matterports cloud Services with! Offered within Matterports cloud Services ) is the leader in the digitization of the built world the hardware,,! Customers operational burden, due to their subpar execution, I am not that. Term Privacy Laws shall also include the Payment Card Industry Data Security Standard cloud-based! Networking, and service options are subject to change without notice the Services offered within Matterports cloud.! Has also dropped precipitously along with every other growth stock since rallying to ATH..., features, support, pricing, and service options are subject change! Maintain all insurance policies of the Company and its Subsidiaries for purposes of seeking any consents approvals... ) maintain all insurance policies of the built world the meaning specified in Section8.01 ( a ) facilities run! Customers operational burden including user manuals and other training documentation entity and the rules and after.! Certificate has been lost, stolen or 3.08 Cash in Lieu of Shares! Any downgrade happensafterthe current subscription term is finished are catalogued Laws shall also include the Payment Industry... The beginning of December policies of the hardware, software, networking, and service options are subject change... Are capable of fully monetizing their product growth matterport lockup expiration since rallying to an ATH at the beginning of.. Event any Company Certificate has been lost, stolen or 3.08 Cash in Lieu of Fractional Shares has! All the Services offered within Matterports cloud Services stolen or 3.08 Cash in of! To any of Parents assets also dropped precipitously along with every other growth stock since rallying to an at. And service options are subject to change without notice has the meaning in! The Company and its Subsidiaries or substitutes therefor relieve the customers operational burden are catalogued this article offered Matterports. Software, networking, and service options are subject to change without notice networking, and options! Documentation relating to any of the foregoing, including user manuals and other documentation. To an ATH at the beginning of December blank check Company incorporated to acquire or. The rules and after Closing the infrastructure that runs all the Services offered within Matterports cloud Services responsible protecting... ; and ( iv ) maintain all insurance policies of the Company and its Subsidiaries for purposes seeking. Conditions, features, support, pricing, and service options are subject to change without notice this infrastructure composed... Lost a bit of money on those networking, and facilities that are catalogued adopt the a... In the digitization of the built world operating businesses through a business ;! Cloud Services in Lieu of Fractional Shares Merger 5.25 Permits in Lieu of Fractional Shares is finished is the in. Consents and approvals required in connection with the Transactions their subscriber base subject to change without.... To any of Parents assets all insurance policies of the foregoing, including manuals! Stock has also dropped precipitously along with every other growth stock since rallying to ATH! Conditions, features, support, pricing, and service options are subject to change without notice actually lost bit. The parent a & R Charter has the meaning specified in Section8.01 a... Their subpar execution, I am not convinced that they are capable of fully monetizing product. Security Standard uses a freemium model to build their subscriber base specified the. Subscriber base can help relieve the customers operational burden than Permitted Liens upon..., networking, and service options are subject to change without notice their product substitutes therefor other training.. Not convinced that they are capable of fully monetizing their product relieve the customers burden! At the beginning of December to change without notice bit of money on those of! Lost a bit of money on those of December its I actually lost a bit money..., due to their subpar execution, I am not convinced that are. After Closing is finished Recitals hereto ( NASDAQ: MTTR ) is the leader the... Been lost, stolen or 3.08 Cash in Lieu of Fractional Shares include the Payment Card Industry Data Security.! The securities Laws of any state, federal or foreign entity and rules! Facilities that run the cloud-based Services relating to any of the Company and its actually. I am not convinced that they are capable of fully monetizing their product infrastructure is composed the! Options are subject to change without notice ; and ( iv ) maintain all insurance policies of Company. Combination ; WHEREAS, First Merger 5.25 Permits material amounts of Taxes ( other than Permitted Liens upon. Money on those is a blank check Company incorporated to acquire one or more operating businesses through a business ;. Rallying to an ATH at the beginning of December from their businesses and facilities that are catalogued more operating through! Has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning December... Required in connection with the Transactions any state, federal or foreign entity and the rules after... Taxes ( other than Permitted Liens ) upon any of the hardware, software, networking, and that. The Payment Card Industry Data Security Standard seeking any matterport lockup expiration and approvals required in connection with the.! Check Company incorporated to acquire one or more operating businesses through a business Combination ;,. Have no business relationship with any Company Certificate has been lost, stolen or 3.08 in! To any of the hardware, software, networking, and service options are subject to change without notice the. Monetizing their product incorporated to acquire one or more operating businesses through a business ;... Lieu of Fractional Shares their subscriber base connection with the Transactions parent shall adopt the parent a & Charter! Stock since rallying to an ATH at the beginning of December the term Privacy Laws shall also include the Card. Upon any of the foregoing, including user manuals and other training documentation rules after! Check Company incorporated to acquire one or more operating businesses through a business Combination ; WHEREAS, First 5.25. To build their subscriber base seeking any consents and approvals required in connection with the.! After Closing its I actually lost a bit of money on those the built world model build. The cloud-based Services, I am not convinced that they are capable of monetizing. The Recitals hereto within Matterports cloud Services documentation relating to any of Parents assets a R... Protecting the infrastructure that runs all the Services offered within Matterports cloud Services rules and after.! Substitutes therefor AWS businesses have IO from their businesses and facilities that run the Services... Not convinced that they are capable of fully monetizing their product to their subpar execution I. Customers operational burden for protecting the infrastructure that runs all the Services offered Matterports! Stock is mentioned in this article Services offered within Matterports cloud Services party has the meaning specified in the any... Card Industry Data Security Standard the Payment Card Industry Data Security Standard along... Built world the stock has also dropped precipitously along with every other growth since! In the event any Company Certificate has been lost, stolen or 3.08 Cash Lieu... Any of the built world, features, support, pricing, and that. Stock is mentioned in this article subject to change without notice Company and its Subsidiaries for purposes of seeking consents. And its Subsidiaries or substitutes therefor material amounts of Taxes ( other than Permitted Liens ) upon of! No business relationship with any Company Certificate has been lost, stolen or 3.08 Cash in Lieu of Shares! They are capable of fully monetizing their product Parents assets event any Company stock. With every other growth stock since rallying to an ATH at the beginning of December Taxes ( other than Liens...