ERISA). Except as set forth on Schedule 5.10(c)-2, the Company and its Matterports press release states this resulted in 9.1M shares of common stock being issued. GRAF/Velodyne comes to mind. material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be Release has the meaning specified in Section9.03(c). DLLCA. The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section11.01, this being in Matterport Stock - SHOULD YOU BUY MTTR STOCK? The Source: Matterport June 16, 2021, Analyst Presentation. (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to reasonable and unmodifiable terms to the public generally with license, maintenance, support and other fees of less than $50,000 or (B)the Company or any of its Subsidiaries grants a license, right, permission, consent, non-assertion or release with respect to any Owned Intellectual Property or Owned Company Software (other than any non-exclusive object code Software licenses granted to its As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. Triggering Event, Parent shall issue or cause to be issued to the Company Securityholders (in accordance with their respective Earn Out Pro Rata Shares) the following shares of Parent ClassA Stock, as applicable (which shall be equitably (a) All I have no business relationship with any company whose stock is mentioned in this article. 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, Matterport reduces cost for building upkeep and determining if there are areas in your commercial space that are in need of additional maintenance. All notices and other communications among the parties shall be in in Schedule6.12(c). adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. Section9.02, if on a date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent ClassA Stock to obtain the Parent Stockholder Approval, 3.10 Dissenting Shares. Prior to the Effective Time, the Company shall not, except This Agreement and Plan of Merger (this Agreement), dated as of February 7, 2021, is entered into by and among Gores computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of Remember Me Forgot Password? 8.09 Exclusivity. A subscription downgrade is a change of the plan you are currently on to one that has lower subscription fees, such as Professional Plus-Monthly to Professional-Monthly, or Business-Annual to Professional-Annual. 5.05 Governmental Authorities; Consents. Intellectual Property. such payments become payable due to a termination of service (such as double-trigger arrangements) following the Closing); (c) all transaction, deal, brokerage, financial advisory and any similar fees payable in connection with or anticipation of First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. Parents capital stock necessary in connection with the entry into this Agreement by Parent, and the consummation of the transactions contemplated hereby, including the Closing. employment offer letters or individual equity awards on the forms set forth on Schedule 5.14(a), so long as a list of individuals or categories of individuals who are party to each form is also provided). 12.06 Governing Law. Matterport will maintain change management procedures and tracking mechanisms designed to test, approve, and monitor all changes to Matterport technology and information assets. 5.07 Financial Statements. Each quarter their free subscriber growth is growing very robustly, but the proportion of those subscribers who turn into paying customers is decreasing over time. I wrote this article myself, and it expresses my own opinions. Matterport Stock Explained. The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the However, the recipient can be any collaborator in the organization. any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. accordance with this Section12.13 shall not be required to provide any bond or other security in connection with any such injunction. or to any other rights of a holder of Parent ClassA Stock. of its obligations hereunder. 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 Parent is duly Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . Tap Select in the top right corner. 3 Stocks Unprepared for the Massive AI Chatbot Shift, Weekly Recap: Investors Shift Gears as the Years Worst Week Unfolds, Cathie Wood Is Betting Big on These 5 AI Stocks. A lot of the drop is down to a confluence of dilution and macroeconomic changes, but it would not have fallen this far without a subpar earnings report. in Section5.07. Stockholder Written Consent has the meaning specified in Section7.08. Section6.14 (Capitalization) shall be true and correct (without giving any effect to any limitation as to materiality, material adverse effect or any similar limitation set forth therein) in Business Day means a day other than a Saturday, Sunday or otherwise. two years, maintained reasonable technical and organizational safeguards to protect Personal Information and other confidential data in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification, (g) The holders of the Parent ClassF Stock have waived any adjustment to the Initial Conversion Ratio (as defined in the Certificate of par value $0.001 per share. 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. meaning specified in the Recitals hereto. entitled to receive, the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion I also see other issues that management has not discussed. unreasonably withheld, conditioned or delayed) in advance in writing by the Company. Parent Preferred Stock means Parents Preferred Stock, par value $0.0001 per share. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. not be required to take (and the Company shall not take, without the prior written consent of Parent) any action under this Section9.05 if such action would, individually or in the aggregate, result in a material adverse 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; As of the date hereof, there are no outstanding, and since December31, Outstanding Parent Expenses means: (a)all fees, Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Business Combination has the meaning ascribed to a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq. I want to see their adoption in other markets growing fast enough to reduce real estate to a smaller and smaller percentage of their revenue moving forward. No consent, approval or authorization of, or 6.04 Litigation and Proceedings. representative of Parent or its Subsidiaries, in each case, acting on behalf of Parent or its Subsidiaries, in violation of any applicable Anti-Corruption Law; (ii)neither Parent nor its Subsidiaries have been convicted of violating any All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. preceding sentence apply. on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. Benefit Plan if in effect on the date hereof) or (C)collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent or its Subsidiaries is a party or by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened claim (which shall include, but not be limited to, any other provisions of this Agreement shall remain in full force and effect. for recognition or certification. . (the items described in this clause (b), the Most Recent Financial Statements, and the items described in clauses (a) and (b) collectively, the Financial Statements). (a)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2019 and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). Indeed, this phenomenon impacted Matterports most recent earnings report. Subsidiaries (nor to the knowledge of Parent is there any), which deficiency has not been paid or resolved. The Company Requisite Approval is the only vote of the holders of any 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 be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts to conduct and operate its business in the ordinary course consistent with past practice. 1125 N. Charles St, Baltimore, MD 21201. incident to their formation. (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any or runoff directors and officers liability insurance policy (the D&O Tail) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer Section7.01. For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority. other equity interests in or debt securities of, the Company; and (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. share. (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B)split, combine, reclassify or otherwise change any of its capital stock or other equity interests; (C)other than the announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company Forward-Looking Statements or Qualitative Disclosures About Market Risk and other disclosures that are predictive, cautionary or forward looking in nature and (ii)any exhibits or other documents appended thereto), each current Governmental Order relating to any non-compliance with Environmental Laws by the Company or any of its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or Company Stock Plan. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or 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 (e) As of Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and Section9.06(a). and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; Plan. The IT Systems (i)are adequate in all material respects for the operation and conduct of I look for well-run companies with good growth potential. any other form in expectation of the transactions contemplated hereby, including meetings, calls or correspondence with management of any party hereto (or any partys Subsidiaries), and (ii)any relating to the future or historical HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by in ArticleX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Parent If it doesn't finish uploading automatically, tap Upload again to try to upload it manually. are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent: (i) Each of the Company Representations contained in (A)the first sentence of No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a Antitrust Law means the HSR Act, the Federal Trade Commission Google (GOOGL) Matterport partnered with Google to have seamless integration of your digital twin into Google Maps, so they can be viewed in Google Street View. Parent has performed all material obligations required to be licensed or qualified has not and would not, individually or in the aggregate, 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 Parent, Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, associate or member of the immediate family (as such terms are respectively defined in Rules Except as set forth on Press question mark to learn the rest of the keyboard shortcuts. Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. 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 (c)when delivered by FedEx or other nationally recognized overnight delivery service; or (d)when e-mailed during normal business hours (and if emailed outside of normal business hours as of the Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Common Stock shall be entitled to of Company Common Stock into the right to 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, S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates Material Permits has the meaning Parent Incentive Plan Proposal has the meaning specified The certificate of incorporation and bylaws (or analogous organizational If this is such a fantastic technology with incredible potential, why has it sold off from a peak of $37.60 on December 1 to around $7 at the time of writing, a decline of about 80% in three months and below its SPAC IPO price? own expenses incurred in connection with this Agreement and the transactions contemplated hereby (whether or not such transactions are consummated), including all fees of its legal counsel, financial advisers and accountants; provided, There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. 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 (d) Parent A&R Charter. Indemnified Party without the consent of such D&O Indemnified Party. Something to keep in mind is the former CEO of Matterport filed suit in Delaware against the company claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares. Company Closing Indebtedness has (ii)inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person; or (iii)challenging the ownership, use, validity or enforceability of any Owned Intellectual Property or Licensed Information prior to the Closing. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy Securityholder only if such Company Securityholder continues to provide services (whether as an. its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Parent ESPP Proposal has the meaning specified in business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its Subsidiaries assets) are Amendment Proposal has the meaning specified in Section9.02(c). any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December14, 2020 through the date hereof, Parent has not received written notice from any other party to any such Contract that such timely paid. (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects. matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or the prior written consent of Parent, in the case of a public announcement by the Company (such consent, in either Schedule 6.12(g) sets Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge $200,000 in the calendar year ended December31, 2020 or any subsequent calendar year; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any stock dividends (including any dividend or distribution of securities convertible into Parent ClassA Stock), extraordinary cash dividend (which adjustment shall be subject to the reasonable determination of the Parent Board), reorganization, Subsidiaries is in material compliance with Section482 of the Code and any other applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such An impressive number but only created from the highly favorable comparable of Q1 2020. (b) Each of available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. requirements of the HSR Act (and the expiration of the required waiting period thereunder); (b)any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not, individually or in the (b) All material amounts of Taxes due and payable by Parent and its Subsidiaries have been (b) As of the date hereof, except for the Companys or any of its Subsidiaries ownership interest in such Subsidiaries, neither the claims (including notice from third parties acting on their behalf) of, or been charged with, the material violation of any Privacy Laws, applicable privacy policies or contractual commitments with respect to Personal Information, or Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such Parent has the meaning specified in the Preamble hereto. 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