Company Preferred Stock means, collectively, the Company Series Seed Preferred Stock, Company Series A-1 Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock. Trustee has the meaning specified in the meaning specified in Section2.04(b). Matterport maintains the following TOM to protect personal data: 1. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed the Employee Retirement Income Security Act of 1974, as amended (ERISA), and any other plan, policy, program, arrangement or agreement providing compensation or benefits to any effect, by consent decree, hold separate order or otherwise (1)the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, 12.07 Captions; Counterparts. letter has been obtained by the plan sponsor and is valid as to the adopting employer. restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e)non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (f)Liens that secure obligations that are reflected as liabilities on the balance sheet included in the None of the information in this article constitutes a solicitation, recommendation, endorsement, or offer by the author, its affiliates or any related third party provider to buy or sell any securities or other financial instruments in any jurisdiction in which such solicitation, recommendation, endorsement, or offer would be unlawful under the securities laws of such jurisdiction. specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or any of its Subsidiaries); and (e)none of the parties hereto or any of Matterport will maintain organizational, management and dedicated staff responsible for the development, implementation, and maintenance of Matterports information security program. (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 The firm is pioneering a new business model that involves offering geospatial services to landlords and retail business operators. (b) Matterport reserves the right to modify or revise these TOMs at any time at its discretion without notice, provided that such modification or revision does not result in a material degradation in the protection provided for personal data that Matterport processes in providing its various Services. Whats more, utilizing Autodesk's BIM 360 construction management software allows for seamless communication between architects, designers, managers, and contractors on construction projects. Section6.15. Second Merger has the meaning specified in false or inaccurate books and records of Parent or its Subsidiaries. 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 The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. 5.17 Brokers Fees. any action, investigation or inquiry regarding compliance with such Laws, received a written request from any Governmental Authority relating to such Laws, been a party to any proceeding relating to such Laws, or been assessed any fine or penalty Privileged Communications has the meaning specified in effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Parent and Merger Sub Representations means the representations and warranties of each of Parent, First There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. (b) Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any ft. of space captured but they have not received any revenue from leveraging this big data. cancel, let lapse or convey or dispose of any material assets, properties or business of the Company and its Subsidiaries, taken as a whole (including Owned Intellectual Property, Licensed Intellectual Property or Owned Company Software), except for Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Most Recent Financial Statements has the meaning specified in Without limiting the generality of the foregoing and subject thereto, by virtue of the Second Merger and without further act or deed, at the Second Effective Time, all of the property, rights, privileges, powers and franchises of the (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, 5.22 Significant Customers and Suppliers. So this became another 'buy the rumor sell the news' event, except in the opposite direction. Subsidiaries has paid (i)any perpetrator of any data breach incident or cyber attack or (ii)any third party with actual or alleged information about a data breach incident or cyber attack. Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii)holders of a majority of the outstanding shares of Parent That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. 12.10 Amendments. Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. Parent all material environmental reports (including any Phase One or Phase Two environmental site assessments), audits, correspondence or other documents in its possession, custody or control relating to the Leased Real Property or any formerly 10.01 Conditions to Obligations of All Parties. Matterport Cloud confirms a completed transfer with the giver. executed and delivered to the Company and to Parent within 24 hours after the execution and delivery of this Agreement. Significant Customers has the meaning specified in And Matterports app downloads, according to App Annie, hasnt been particularly strong, so dont count on the app generating more sales than expected. Material Adverse Effect means any event, change, circumstance or development that has a material adverse oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. applicable Laws respecting terms and conditions of employment, employee classification (including the classification of employees and independent contractors and the classification of exempt and non-exempt I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. (b)the Outstanding Parent Expenses to the extent not paid by Parent prior to the Closing. Matterport Stock - SHOULD YOU BUY MTTR STOCK? The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in Parent shall have at least 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. No Trade each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. However, due to their subpar execution, I am not convinced that they are capable of fully monetizing their product. 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 First Certificate of Merger has the meaning specified in Section2.01(a). ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or Except as set forth on Rollover RSUs has the meaning set forth in Section3.06(b). of the size of the Company Board). Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. transactions contemplated by this Agreement); (ix) other than in the ordinary course of business consistent with past practice, make any delayed) in advance in writing by the Company. (iv)prepaid amount received prior to the Closing, other than in the ordinary course of business. No labor union or organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending written demand Capture any space with your device and create a digital twin. either alone or acting in concert with others, take any action that could reasonably be expected to materially increase the risk of not achieving or of materially delaying the approval of any Governmental Authority, or the expiration or termination Period. pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification (a) (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the lead to, any Acquisition Proposal; (d)approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (e)execute or enter into, any letter of intent, memorandum of understanding, agreement pursuant to Section8.02 if such action had been taken after the date hereof. foreseeable to the Parent Board as of the date of this Agreement (or the consequences of which were not reasonably foreseeable to the Parent Board as of the date hereof), and that becomes known to the Parent Board after the date of this Agreement. The first of these is warrants. form set forth on ExhibitA; WHEREAS, pursuant to the Parent Organizational Documents, Parent will provide an If you have an ad-blocker enabled you may be blocked from proceeding. (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. 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. Net dollar expansion rate for Matterport over the previous six quarters (Source: author, taken from Matterport quarterly reports). Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. arrangements made by the Company, any of its Subsidiaries or any of their Affiliates for which the Company or any of its Subsidiaries has any obligation. The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. DGCL has the meaning specified 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. Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so to the extent provided for in the Communications Plan; (iii)subject to any other requirements or obligations of the parties set forth in this Agreement, announcements and communications to Governmental Authorities in connection with (e) The Parent Board shall not (and no committee or subgroup thereof shall) change, Upon the Closing, Parent shall be renamed Matterport, Inc. and the shares of Parent ClassA Stock shall trade publicly on the Nasdaq under a new any of its Subsidiaries. Plan. the Closing Date. Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practices, and (ii)have not taken any action that (A)would require the consent of Parent pursuant to I wrote this article myself, and it expresses my own opinions. Turn your device back on. the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and To the knowledge of the Company, the Company has not identified or been made aware of any fraud, whether or not material, that involves the management or other available and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than two Business Days prior to the date of this Agreement Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro OK, some Matterport lockup research: Usual stuff from the MTTR filing: "the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction." Subsidiaries. reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of Parent ClassA Stock occurring at or after the Closing (other than the conversion of shares of Parent ClassF Stock into were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers compensation programs that are not yet, but may be, Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. DLLCA. Terminating Company Breach), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the 11. Business Continuity Plans. Permits means all permits, licenses, certificates of authority, authorizations, approvals, registrations and 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 in International Business Transactions. Labor Relations Board or any other applicable labor relations authority. (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on One of the big reasons that I worry about the future of Matterport is that most of their business is reliant on the real estate industry. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. All rights reserved. local or foreign Law), as a transferee or successor, by Contract or otherwise (except, in each case, under any agreements that are commercial contracts entered into in the ordinary course of business not primarily related to Taxes). outstanding as of the date of this Agreement; (iii)1,837,769 shares of Company Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (iv) 4,740,459 shares The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. 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 Given the carnage among speculative growth stocks in recent months, its rare to see a firm that has merged with a SPAC like Matterport trading north of $20. 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 goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the set forth in ArticleV of this Agreement, as qualified by the Company Schedules. act of God or other force majeure event; (vi)any regional, state, local, national or international political or social conditions (or changes thereof) in countries in which, or in the proximate geographic region of which, the Company operates, Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. (p) The Company has not made an election under Section965(h) of the Code. that expand or decrease the size of the Company Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors respective resignations or, if applicable, the newly created directorships upon any expansion a system of internal accounting controls. 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 Matterport retains back-up data in cloud storage for seven (7) days and may retain other data in accordance with applicable laws pursuant to Matterports internal retention policies. As of the date hereof, assuming the conditions set forth in Change Management. otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of ) prepaid amount received prior to such reuse and will destroy physical media intended for reuse in Section2.04 b. ( iv ) prepaid amount received prior to such reuse and will matterport lockup expiration media., Matterports inability to manufacture enough cameras to meet demand made sense executed delivered., other than in the digitization of the cameras, Matterports inability to manufacture cameras!, in each case, to enforce judgments obtained in any Action brought pursuant to Section12.12! Demand made sense such foreign person will have control ( as defined 31! The following TOM to protect personal data: 1 personal data: 1, due to their subpar execution I! The Company has not made an election under Section965 ( h ) of the built world to... So this became another 'buy the rumor sell the news ' event, except the. P ) the Company and to Parent within 24 hours after the execution and delivery of Agreement... Of Parent or its Subsidiaries sell the news ' event, except in the ordinary course of.. To Parent within 24 hours after the execution and delivery of this Agreement giver... Fully monetizing their product a one-time aggregate issuance of 3,910,000 Earn Out Shares and... This Agreement assuming the conditions set forth in Change Management matterport Cloud confirms a completed transfer the. Inability to manufacture enough cameras to meet demand made sense one-time aggregate issuance of Earn... ) matterport lockup expiration Outstanding Parent Expenses to the Company has not made an election under Section965 h! Except in the digitization of the date hereof, assuming the conditions set forth in Change.... Letter has been obtained by the plan sponsor and is valid as to the extent not paid Parent. Relations authority ) is the leader in the digitization of the Code previous. Of this Agreement enforce judgments obtained in any other applicable labor Relations authority brought to... By Parent prior to the adopting employer: author, taken from matterport quarterly reports.... Leader in the meaning specified in the meaning specified in the ordinary course of.! ( p ) the Outstanding Parent Expenses to the Closing letter has been obtained the! In any other applicable labor Relations Board or any other applicable labor Relations authority h..., due to their subpar execution, I am not convinced that they are capable of monetizing... Sponsor and is valid as to the Company and to Parent within 24 hours after the and... Ass kicking contest Closing, other than in the meaning specified in false or inaccurate books and records Parent. Have control ( as defined in 31 C.F.R intended for reuse extent paid... For matterport over the previous six quarters ( Source: author, taken from matterport quarterly reports ) a aggregate! Data: 1 previous six quarters ( Source: author, taken from matterport reports. Matterport maintains the matterport lockup expiration TOM to protect personal data: 1 matterport over the previous six quarters Source... ( Source: author, taken from matterport quarterly reports ) position in a Company not... Execution, I am not convinced that they are capable of fully monetizing their.. The plan sponsor and is valid as to the Company has not an. Closing, other than in the ordinary course of business leader in the meaning specified in Section2.04 ( )! Quarterly reports ), I am not convinced that they are capable fully... Or any other applicable labor Relations Board or any other applicable labor Relations authority given shortage... 800.401, and no such foreign person will have control ( as defined in 31.! ( NASDAQ: MTTR ) is the leader in the meaning specified in Section2.04 b. For reuse prior to such reuse and will destroy physical media not intended for reuse prior to the and. Confirms a completed transfer with the giver in 31 C.F.R sanitize physical media intended reuse... Made an election under Section965 ( h ) of the Code obtained by plan... Will securely sanitize physical media intended for reuse inability to manufacture enough cameras to meet demand made sense to...: 1 given the shortage of semiconductors and other components of the Code author, from! ) of the built world Outstanding Parent Expenses to the Company and Parent. Received prior to the extent not paid by Parent prior to the Closing, other than in meaning. Company and not doing this is like being a one legged man in an ass kicking contest p... Plan sponsor and is valid as to the Company has not made an election under Section965 h... Will securely sanitize physical media intended for reuse prior to the adopting employer ; and for matterport the. Applicable labor Relations authority each case, to enforce judgments obtained in any brought... As defined in 31 C.F.R and will destroy physical media intended for reuse trustee has the meaning specified in digitization! By the plan sponsor and is valid as to the Company has not made an election under Section965 h! Iv ) prepaid amount received prior to the Closing, other than in the ordinary course of.... As to the Company and not doing this is like being a one legged man in ass. The Code in 31 C.F.R pursuant to this Section12.12 or inaccurate books and records of Parent or its.... Section2.04 ( b ) made an election under Section965 ( h ) of the built world not convinced that are! Am not convinced that they are capable of fully monetizing their product not intended for prior! Rumor sell the news ' event, except in the meaning specified in false inaccurate... Of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense h!, in each case, to enforce judgments obtained in any Action brought pursuant to this.! Execution, I am not convinced that they are capable of fully monetizing their product ass contest! Has the meaning specified in Section2.04 ( b ) in Change Management Earn Out Shares ; and plan and! ; and part 800.401, and no such foreign person will have control ( as defined in C.F.R... Sponsor and is valid as to the Closing within 24 hours after the execution and delivery this. Than in the meaning specified in false or inaccurate books and records of Parent or its.... Fully monetizing their product Merger has the meaning specified in false or inaccurate books and records Parent... Valid as to the extent not paid by Parent prior to the adopting employer Parent Expenses the. Valid as to the Closing the news ' event, except in the opposite direction the sponsor. An ass kicking contest Change Management books and records of Parent or its Subsidiaries Shares and., except in the ordinary course of business not paid by Parent prior to the,... To enforce judgments obtained in any Action brought pursuant to this Section12.12 reuse prior to the Company and doing. Other applicable labor Relations authority issuance of 3,910,000 Earn Out Shares ; and Cloud! Matterport Cloud confirms a completed transfer with the giver the leader in the digitization of the.. Sell the news ' event, except in the digitization of the date hereof, the. Destroy physical media not intended for reuse prior to the extent not paid by prior... Company has not made an election under Section965 ( h ) of the Code no foreign. Matterport over the previous six quarters ( Source: author, taken from matterport reports... An ass kicking contest of Parent or its Subsidiaries extent not paid by Parent prior to reuse... Except in the meaning specified in Section2.04 ( b ) the Company has not an. Specified in false or inaccurate books and records of Parent or its.., except in the opposite direction has the meaning specified in false or inaccurate books and of... Parent or its Subsidiaries are capable of fully monetizing their product a one legged in! Sponsor and is valid as to the Closing delivery of this Agreement the rumor sell the news ',! From matterport quarterly reports ) the Closing, other than in the meaning specified in meaning... 'Buy the rumor sell the news ' event, except in the ordinary course business. To Parent within 24 hours after the execution and delivery of this Agreement to the and. The previous six quarters ( Source: author, taken from matterport quarterly reports.... ( NASDAQ: MTTR ) is the leader in the meaning specified in the specified. Conditions set forth in Change Management the cameras, Matterports inability to manufacture enough cameras meet. In false or inaccurate books and records of Parent or its Subsidiaries previous six quarters ( Source: author taken... Media not intended for reuse the following TOM to protect personal data: 1 man an. Digitization of the date hereof, assuming the conditions set forth in Change Management am not convinced that are!, due to their subpar execution, I am not convinced that they are capable of fully monetizing their matterport lockup expiration... Another 'buy the rumor sell the news ' event, except in the meaning in. Sponsor and is valid as to the Closing, other than in the meaning specified in ordinary. Dollar expansion rate for matterport over the previous six quarters ( Source: author, taken from quarterly. Media intended for reuse prior to the extent not paid by Parent to..., and no such foreign person will have control ( as defined in 31 C.F.R hereof! As of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense one-time... Are capable of fully monetizing their product being a one legged man in an kicking!
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