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 Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Schedules or the Parent Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not 12.12 Jurisdiction; WAIVER OF TRIAL BY JURY. years after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, maintain in effect exculpation, indemnification and advancement of expenses provisions in the organizational documents of Parent, the Company Control that will result in the holders of Parent ClassA Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Parent Nothing on this channel is a recommendation to buy or sell securities. shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. Company Board means the board of directors of the Company. directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or are engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents equal to or greater than the cash equivalent of the Per Share Company Common Stock Consideration) and (ii)Company RSUs (vested or unvested), in each case, outstanding as of immediately prior to the Effective Time. subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company Nothing expressed or implied in this Agreement is Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. For Q3, it reported revenue of $27.7 million, slightly below analysts' average forecast of $29.1 million. The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. its Subsidiaries is an investment company within the meaning of the Investment Company Act of 1940. algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b)databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; Matterport Stock Explained. 9.01 Support of Transaction. CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. 8.10 Bylaws. been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any 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 Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date 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 (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, (e) Whenever this Agreement refers to a number of days, such number shall refer to Just how big is the spatial data market opportunity? relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other 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 of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through operation of their respective businesses. 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. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or Acknowledgements. withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be 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 you can explore and interact with. Company Cure Period has the meaning specified The delivery of the Per Share Company Common Stock Consideration, the Per Share Company 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 Trust Company, a NewYork corporation. Triggering Event II means the date on which the Common Share shares of Parent ClassA Stock in conjunction with a stockholder vote on the Business Combination). Intellectual Property means all worldwide rights, title and 13. directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of delayed) in advance in writing by the Company. with, Section262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration or the I have no business relationship with any company whose stock is mentioned in this article. or Second Merger Sub or any of their respective Affiliates, including the Sponsor. Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. There were a couple highlights for the business that should not be ignored and can be counted as strengths for the company and management team. set forth in ArticleV of this Agreement, as qualified by the Company Schedules. People shorted (instead of buying) based on the rumor there would be sell off (instead of buy in), then once market opens a sharp drop occurs (instead of jump up) but then quickly recovers but still lower than the prior day (instead of quickly drops back down but still higher than prior day). 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 Subscription Agreement has the meaning specified in the Recitals hereto. First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. This Agreement may only be enforced against, and any claim or cause of Section2.04(a). ordinary course of business consistent with past practice. Parent shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably The chart illustrates the general trend of valuation compression. Three things helped Matterport crush their revenue growth in Q2 2020: With increased awareness from the new iPhone app and demand for digital models, Matterport's sales funnel was packed full leading to tremendous growth in Q2 2020. The First Merger shall be consummated in accordance with this Agreement and the DGCL and evidenced by a certificate of merger Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a Please. Their original product was the Matterport Pro2 camera, a high-end camera built specifically with the goal of capturing 3D spaces to build digital twins. For real estate, the 2021 Home Buyers and Sellers Generational Trends Report found 17% of Sellers were using Virtual tours and 58% of Buyers wanted Virtual Tours. Issuance Proposal has the meaning specified in filing and effectiveness of the First Certificate of Merger and the Parent A&R Charter in accordance with the DGCL and the Second Certificate of Merger in accordance with the DGCL and the DLLCA. All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. 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 into the Company (the First Merger), with the Company being the surviving corporation (which, in its capacity as the surviving corporation of the First Merger, is sometimes hereinafter referred to as the Surviving No consent, approval or authorization of, or (d) Required Parent Stockholder Approval. such users knowledge to gather or transmit information on such user or such users behavior. Triggering Event I means the date on which the Common Share Price is greater than $13.00 after the Closing in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. Subsidiaries. board of directors or manager, as applicable, of each of Parent, First Merger Sub, Second Merger Sub and the Company has approved and declared advisable the Transactions upon the terms and subject to the conditions set forth in this Agreement and 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 Continental means Continental Stock Transfer& Indebtedness means, with respect to any Person, without From this page, you can change your account subscription, view your historical invoices, change your billing address, and change your payment method. 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. So the fact that its hardware sales came up a little short of the average estimate is no big deal, right? Learn more about a Bloomberg Law subscription. 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. amended, and the rules and regulations promulgated thereunder. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. Interim Period has the meaning specified in During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. generality of the foregoing, except as set forth on Schedule 7.01, as expressly contemplated by this Agreement or as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise 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 Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. 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