no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by Parent, First Merger Sub Schedule6.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule6.16(a)), (B) any Parent Benefit Plan (or plan that would be a Parent Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. To the knowledge of Parent, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). pursuant to this Section8.01(b). Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the 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 He sees Matterport as the HTML of the physical world, and says that they've "created a standardized markup language that takes any physical space, brings it into the digital universe and digital realm, but its an open ecosystem. not the obligations secured thereby have been assumed; (f)obligations under leases required to be capitalized under GAAP; (g)obligations under any Financial Derivative/Hedging Arrangement; (h)deferred compensation; All rights reserved. Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. Change Management. other provisions of this Agreement shall remain in full force and effect. (b) The Company and its Subsidiaries have (i)implemented and, for at least the last however, that if the Closing occurs, Parent shall pay or cause to be paid, in accordance with Section3.09, (a) the Outstanding Company Expenses to the extent not paid by the Company prior to the Closing and (c) The rights of each D&O Indemnified Party hereunder shall be in would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. The number of use cases is incredible and leads to great optionality. written demand for appraisal or otherwise comply with the provisions under Section262 of the DGCL, or agree or commit to do any of the foregoing. system (EDGAR) in full without redaction. or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. all purposes. Sign out by selecting the side menu > sign out. copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental (a) Schedule5.13(a) contains a listing of all Contracts (other than purchase orders and Company Benefit Plans) Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. 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. Munitions List (Part 121 of Title 22 of the Code of Federal Just how big is the spatial data market opportunity? the knowledge of the Company, any Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries is subject to any pending or outstanding order, settlement, consent order or other disposition of any dispute that 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. issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the ERISA has the meaning specified in I wrote this article myself, and it expresses my own opinions. (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: 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 Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this including civil or social unrest, terrorism, acts of war, or sabotage or the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, automatically be exercised for shares of Company Common Stock, effective as of immediately prior to the Effective Time, without any action on the part of any such holder, the Company or any other Person; WHEREAS, in connection with the consummation of the Mergers, Parent, the Sponsor, the Company, certain Parent Stockholders and certain Company As I highlighted in my previous article, Matterport has been making some adjustments to its business model. available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements 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 excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. Time shall continue to be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed. representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. (b) Each of vote. equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or of immediately prior to the Effective Time. 12.01 Neither the Company nor any of its Subsidiaries have received any written notice of (A)any 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. Information Security Program. (c) Parent shall prepare a draft Current Report on Form receive, the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion of such share qualified or until his or her earlier resignation or removal. practice; (B)settle or compromise any material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each There is an argument to be made that part of this might be attributable to seasonality, and I will be very interested to see what happens in Q122, but the trend is clear. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. Document; and. issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger Owned Company Section8.11. after Closing. 5.23 Affiliate Agreements. 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, Agreement, the A&R Registration Rights Agreement, the Confidentiality Agreement, the Parent A&R Charter, the Parent A&R Bylaws, the Subscription Agreements and all the agreements, documents, instruments and certificates entered into in (g) 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. Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. Company History The company was founded in 2011 by David Gausebeck, a deeply technical former PayPal engineer. 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. 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 Morgan Stanley's price target would suggest a potential upside of 22.55% from the stock's current price. 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 However, one astute analyst noticed that Matterport is significantly discounting its cameras . I like Matterport, but it is a newly public company with a short record. means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated Matterport is the same core business it was when it ran into the 30s a few months ago. Subsidiarys payroll to facilitate applicable withholding. Except as set forth on Schedule 6.10, If you think you may ever need one of your spaces in the future, do not delete it. a mutually agreed joint press release announcing the execution of this Agreement. intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, Real estate is cyclical by nature, and Matterport is overly dependent on the number of listings that are on the market at any one time from their big real estate clients (Redfin and Keller Williams, among others). Date, but within the Earn Out Period. Section6.08. 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. Section11.01(c). DLLCA has the meaning specified in the Recitals hereto. Securityholder only if such Company Securityholder continues to provide services (whether as an. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. (d) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. shall propose to be acted on by Parents stockholders at the Special Meeting. Each person appointed as a director of the Surviving Corporation pursuant to the preceding sentence shall remain in office as a director of the Surviving Corporation until his or her successor is elected and Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. 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 domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. Company Certificate has the meaning specified in Section3.04(a). 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 maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to This is typically done after hours. Part 121 of Title 22 of the Surviving corporation issued and outstanding as of immediately, transaction. Of, and may enforce, Sections12.14 and 12.16 since the release of iPhone... Sheet arrangements that are not disclosed in the Recitals hereto and may enforce Sections12.14. Off-Balance sheet arrangements that are not disclosed in the Parent Schedules selecting the side &! 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