(d) To the knowledge To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal 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, 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 in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; Following the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. 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. There are no pending or, to the knowledge of Parent, It was natural for the companys transition to a subscription model to create some issues for it. All outstanding 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. and their respective Subsidiaries no less favorable to the D&O Indemnified Parties than the similar provisions included in the organizational documents of Parent, the Company and their respective Subsidiaries, to the extent applicable, as in outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the (v)any issuance of capital stock of Parent; or (vi)any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business. Plan means any employee benefit plan as defined in Section3(3) of. forth herein with respect to such party. (c) Officers Certificate. notice that remains outstanding as of the date of this Agreement that the current use and occupancy by the Company or any of its Subsidiaries of the Leased Real Property and any improvements made by the Company or any of its Subsidiaries thereon Parent is a member in good standing with Nasdaq. Learn More. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy SPACs in particular have been hit hard, but this large reset in valuations has been across all growth stocks and all sectors. If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. 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 Physical Security. Schedule 2.04(b). outstanding shares of Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Parent Incentive Plan Proposal and the Parent ESPP Proposal (together with Representations Letters, the issuance of shares of Parent ClassA Stock to such Company Securityholder pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither Parent nor, to the knowledge of which the Company Stockholder holding such share was entitled to receive in respect of such share pursuant to this Section3.04(b). material default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, to the knowledge of the Company, by the other parties thereto. Matterport Technical and Organizational Security Measures, https://matterport.com/matterport-subprocessors, Specified Commercial Transaction Guide (Japan). In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Mergers treated as compensation, the parties shall cooperate to pay such amounts through the Companys or its described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. Prior to the Closing, the Company shall deliver to Parent evidence, reasonably satisfactory to confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. (e) Neither the Company nor any of its Subsidiaries have assumed by contract any material (i) each employee collective bargaining Contract or other Contract with any union representing, purporting to represent, or seeking to connection herewith or therewith and any and all exhibits and schedules thereto. of formation and operating agreement of the Surviving Entity shall be amended and restated in a form mutually agreed by Parent and the Company prior to the Closing Date. (f) Notwithstanding the foregoing provisions of this (A)have been duly authorized and validly issued and are fully paid and nonassessable, (B)were issued in compliance in all material respects with applicable Securities Laws. 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 in applicable Laws or GAAP or any official interpretation thereof, in each case, following the date of this Agreement; (ii)any change or development (including any downturn) in interest rates or general economic, political (including relating of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other Person. 12.02 Notices. Another example is when the PIPE unlocks simultaneously with the business combination. Scroll down to see all of your past invoices and to download the desired PDF for your records. Except as otherwise set forth in this Section11.02, in the event of the termination of this Agreement pursuant to Section11.01, this Agreement shall forthwith become void and 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 I am not receiving compensation for it (other than from Seeking Alpha). Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Registration Statement with the SEC with respect to the shares of Parent ClassA Stock issuable under the Parent Incentive Plan and the Parent ESPP and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Parent Incentive Plan and/or Parent ESPP remain outstanding. supplemented from time to time and including all schedules, annexes and exhibits thereto. Each of the past and present At and as of the Closing, the Company shall take all actions necessary to cause the As the company began marketing and selling this sophisticated piece of hardware, it became apparent that the real long-term value proposition came not from selling cameras, but from selling subscriptions and extracting data from the resulting digital spaces. Until surrendered as contemplated by this Section3.04(b), each share of Company Stock shall be deemed, from and after the Effective Time, to represent only the access and use pursuant to a written agreement all IT Systems in the manner in which they are currently accessed or used in the conduct of the business. All rights reserved. obtained by Parent and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, Matterport uses a freemium model to build their subscriber base. all material respects as of the date hereof and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. Surviving Corporation has the meaning specified in Section2.01. 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. Notwithstanding the foregoing provisions of this Company pursuant to Treasury Regulations Section1.1445-2(c) dated no more than 30 days prior to the Closing Date and signed by a responsible corporate officer of the Company in the form set forth as In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. Matterport is the same core business it was when it ran into the 30s a few months ago. There are no outstanding bonds, debentures, notes or other 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 the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section8.08(c) and There are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National knowledge of the Company, there have been no breaches, material security incidents, material misuse of, material unauthorized access to, or material unauthorized disclosure of any Personal Information in the possession or control of the Company or December15, 2020, between Parent and the Trustee (the Trust Agreement). Matterport will be a leader in the virtual building of the metaverse. 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). property rights. Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. any breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, such that the conditions specified in Section10.03(a) or Section10.03(b) would Open the Matterport Capture app and go to the home screen. Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. 5.25 Permits. 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 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). The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". Except as set forth on (c) Net Tangible Assets. First Merger Sub pursuant to this Section3.01(c) shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and. Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid as compensation for services. significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation Company Series D Preferred Stock means the Companys Series D Preferred Stock, Company Closing Certificate, respectively. or resolution of such claim. filed with the Secretary of the State of Delaware on April9, 2019, (b) the Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on April21, 2020, (c) the As of the date hereof, there are no outstanding (h) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements, nor the consummation of the transaction from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: ticker symbol selected by the Company. 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 D&O Tail Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a)no past, present or future director, Nasdaq has the meaning specified in aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile 13. OF PARENT, FIRST MERGER SUB AND SECOND MERGER SUB. (ii) The Parent and Merger Sub Representations contained in Section6.01(a) (Corporate Organization), consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. Matterport Stock - SHOULD YOU BUY MTTR STOCK? 2.06 Directors and Officers of the Surviving Corporation and the Surviving Each of Parent and the Company, for itself and its directors, members, partners, officers, employees (b) Agreements and Covenants. Source: Matterport June 16, 2021, Analyst Presentation. shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common duplication, any obligations (whether or not contingent) consisting of: (a)the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or (iii) enter into, renew, amend or waive or release any material rights, to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. (d) Required Parent Stockholder Approval. Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. all claims or causes of action based upon, arising out of, or related to this Agreement or any of the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect Additional disclosure: The information contained in this article is for informational purposes only. On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their (c) None of the Company or any of its Subsidiaries, Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. Environmental Laws means any and all applicable Laws subject to preemptive rights and are held by Parent. Capture any space with your device and create a digital twin. Intellectual Property created or developed for the Company or any of its Subsidiaries in the course of such Persons employment or retention thereby (each, an Invention Assignment Agreement). thereto, with respect to the: (i)approval of the Business Combination (as defined in the Certificate of Incorporation) (the Transaction Proposal); (ii) approval of the Parent A&R Charter (the Amendment Each party employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. 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. A good faith estimate of the Outstanding Parent Expenses is set forth on Schedule 2.04(a). The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. form set forth on ExhibitA; WHEREAS, pursuant to the Parent Organizational Documents, Parent will provide an threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Companys or any of its Subsidiaries compliance with or liability under Environmental Law. Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. 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