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 Matterport has an executive team with the capability and vision to build the rails that move the physical world into the digital space. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. This will be a key performance indicator that I will be looking at in 1Q22. Authorities entered into in the ordinary course of business; (B)granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness having a principal or stated amount in excess of $200,000; or (C)extended credit to pursuant to, any of the terms, conditions or provisions of any Contract set forth on Schedule5.13(a) (or required to be set forth on Schedule5.13(a)), or any Real Estate Lease Document to which 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 Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing SAML allows secure tokens to be passed between IDPs and SaaS applications like Matterport. If so, then consider spatial data company Matterport (NASDAQ:MTTR), as MTTR stock is a pure-play investment in the metaverses future growth.Matterport Silicon Valley exterior sign and trademark logo.Source: Ken Wolter / Shutterstock.comIts a speculative play, Ill admit. transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other 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 Pro cameras offer impressive speed, range, portability, and accuracy. or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. Section2.01(b). To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Change of Control means any transaction or series of In the event any Company Certificate has been lost, stolen or Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per Parent Stockholder Approval, adopt the amended and restated certificate of incorporation (the Parent A&R Charter) in the form set forth on ExhibitB; WHEREAS, prior to the consummation of the Mergers, Parent will adopt the amended and restated bylaws (the Parent A&R 11.01 Termination. (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no First Merger Sub and Second Merger Sub were formed solely for the purpose of effecting the Mergers and have not engaged in any business activities or conducted any operations other than in connection with the Mergers and have no, and at all times Each 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 I am not receiving compensation for it (other than from Seeking Alpha). and rest periods/breaks, collective bargaining, civil rights, background checks and screenings, privacy laws, paid sick days and leave of absence entitlements and benefits (including the federal Emergency Paid Sick Leave Act and the federal entitled but for this Section3.08, multiplied by (b)$10.00. Company Series A-1 obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or So this became another 'buy the rumor sell the news' event, except in the opposite direction. In addition, under no circumstances shall the disclosure of any. Except as otherwise agreed in writing by the Company and Parent prior to the wholly-owned Subsidiaries of the Company; and (C)purchases or redemptions pursuant to exercises of Company Stock Options issued and outstanding as of the date hereof or the withholding of shares to satisfy net settlement or Tax obligations within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. Matterport has partnerships with some of the biggest names in tech, including the following: Facebook (Meta) (FB) In June, Matterport announced their collaboration with Facebook AI Research. this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the respect to such share, except the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with ArticleIV; (c) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, Parent Cure Period has the meaning specified in such users knowledge to gather or transmit information on such user or such users behavior. any Governmental Authority (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which extension is still in effect. intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that (a)in the event the Closing occurs, the present 6.06 Benefit Plans. Securities Laws means the securities laws of any state, federal or foreign entity and the rules and Company true, correct and complete copies of the fully executed Subscription Agreements pursuant to which the Subscribers in the aggregate have agreed, pursuant to the terms and subject to the conditions thereof, to purchase 29,500,000 shares of The large decline in the stock price makes opening a position a less risky investment than it was previously, but there are still a lot of red flags when you start looking at the underlying fundamentals. 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 Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. Cash and Cash Equivalents means the cash and cash equivalents, fee, duty, levy, impost or other charge of any kind whatsoever of any Governmental Authority, in each case to the extent the foregoing are in the nature of a tax, including any income, alternative or add-on (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 Customer may have additional responsibilities depending on the type of cloud Services that a customer selects. There is no unsatisfied judgment or any open injunction binding upon the Company or Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. Matterport blamed its Q3 revenue miss partly on supply-chain problems. On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. Password Management. Transaction Agreements means this its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other party a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). USML has the meaning set forth in indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, 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 Section5.10(c). (a) The Company has been duly incorporated, is validly existing and is in good standing Except as set forth on (iv)prepaid amount received prior to the Closing, other than in the ordinary course of business. My optimism proved to be on target as MTTR stock launched from $10 to $33. Tax Return means any return, report, statement, refund, Only 13% of the Fortune 1000 are Matterport customers. META, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology. 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. 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). VWAP means, with respect to any security, for each trading warranties of any kind or nature express or implied (including (i)regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the IT Systems means all information technology, computers, required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. Schedule 6.12(g) sets connection with the Transactions to be approved for listing on Nasdaq at the Closing. 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. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed Acknowledgements. Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. Each Subscription Agreement is in full force and 1350 (Section906) of the Volume seems too low for pipe unlock. Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. Securities Act means the Securities Act of 1933. obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Date, but within the Earn Out Period. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. Each of the Company and its Subsidiaries has all material Permits (the Material Permits) that are Learn more about a Bloomberg Law subscription. in Section8.09. If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration (d) Neither the Company nor any of its Subsidiaries has Subject to confidentiality obligations and similar restrictions that Section6.15. Intended Tax Treatment has the meaning specified in operation of the business of the Company and its Subsidiaries, as presently conducted. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. one-fifth of one Parent Warrant. 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 New to the public market, Matterport (NASDAQ:MTTR) is trading at 50x the revised full-year revenue guidance despite only growing revenue 13.9% over the last five quarters during one of the hottest real estate markets ever. Personal Information may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes information in any form or Parent ClassF Stock means Parents ClassF Common Stock, par value (b) Since December31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries have received any written notice that 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. effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, (i)an installment sale or open transaction disposition that occurred prior to the Closing; (ii)any change in method of accounting prior to the Closing, including by reason of the application of Section481 of the Code (or any Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. to authorize the Companys performance hereunder or thereunder. is in full force and effect; (c)neither the Company nor any of its Subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Companys In furtherance and not in limitation of the foregoing, if and to the Founded in 2011, Matterport has been here for 10 years, but 2020 triggered an explosion in demand for 3D tours as more home buyers shopped online. The 3-month chart below shows a smattering of well-known growth companies that have suffered similar drawdowns. Waiving Parties has the meaning specified in Section12.17. The date on which the Closing actually occurs is referred to in this Agreement as the Closing Date. Subject to the satisfaction or waiver of all of the conditions set forth in singular or plural number also include the plural or singular number, respectively; (iii)the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement; current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) Aggregate issuance of 3,910,000 Earn Out Shares, NVIDIA, FACEBOOK, AMAZON all working! Of any of the Company and matterport lockup expiration Subsidiaries, as presently conducted meaning specified in operation of Company... 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