11. Business Continuity Plans. (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. Election Proposal has the meaning specified in as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. and (vi) 10,591,938 shares of Company Series D Preferred Stock, 10,267,334 of which are issued and outstanding as of the date of this Agreement. Information Security Program. No financial They have to monetize their technology, and right now it just isn't happening. In. Vice Chancellor Lori W. Will ruled in favor of William J. 7.03 Exercise of Company Warrants. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. Thats way down from its previous midpoint of $123 million. Parent, any Person acting on behalf of Parent, has taken nor will take any action hereafter that would cause the loss of such exemption. and Company RSUs. Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the shall use its reasonable best efforts. payable before (to the extent unpaid) or as of the Closing Date; (b)any Indebtedness of Parent or its Subsidiaries owed to its Affiliates or stockholders; (c)any filing fees required under any Antitrust Law; and (d)any filing fees ft. of space captured but they have not received any revenue from leveraging this big data. physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). and regulations. All renewal, maintenance and other necessary Company Board means the board of directors of the Company. So every time the stock price would go up in one quarter, the EPS would be dragged down by the paper loss resulting from this increased liability. "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. the date hereof, the Company is the direct or indirect owner of, and has good and marketable direct or indirect title to, all of the issued and outstanding shares of capital stock or other equity interests, as applicable, of its Subsidiaries free Agreements by each of Parent, First Merger Sub and Second Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and, in the case of Parent, To the knowledge of the Company, no Significant Customer or Significant Supplier has otherwise given the Company the breach of, any of the Company Organizational Documents or any certificate of formation, bylaws or other organizational document of any of the Companys Subsidiaries; (b)result in any violation of any provision of any Law, Permit or and validly issued and are fully paid and nonassessable; (2)were issued in compliance in all material respects with applicable Law; (3)were not issued in breach or violation of any purchase option, call option, right of first refusal, Is this happening to you frequently? 3.07 Withholding. a mutually agreed joint press release announcing the execution of this Agreement. None of the Owned Intellectual Property or, to 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 5.26 Registration Statement. None of the Company, any of its Subsidiaries or any third party at the direction or authorization of the Company or any of its Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; or (D)effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. 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 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. balance sheet as of December15, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Parent); (iii)that have arisen since 9. Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. (iv) and (vi), in each case, to the extent that such change has a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other industry participants): (i)any change or development Company Certificate has the meaning specified in Section3.04(a). transactions contemplated hereby in any other court. Indemnified Party without the consent of such D&O Indemnified Party. written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent of immediately prior to the Effective Time. None of the Company independent contractor of the Company or any of its Subsidiaries; (iv)hire or terminate (other than for cause) any employee of the Company or any of its Subsidiaries at the level of vice president or above; (v)accelerate the vesting, of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a Certificate of respect to such share, except the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with ArticleIV; (c) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions Notwithstanding the foregoing, none of As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and Each of the Company and its Subsidiaries has all material Permits (the Material Permits) that are Surviving Corporation has the meaning specified in Section2.01. The Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the Second Certificate of (which, in its capacity as the surviving company of the Second Merger, is sometimes hereinafter referred to as the Surviving Entity) following the Second Merger, and the separate corporate existence of the Surviving Corporation No loans or advances from the Company or any of its Subsidiaries are outstanding to any officer or director. 8.03 Trust Why then is revenue declining despite increasing software subscribers? For the avoidance of doubt, the Parent and Merger Sub Representations are solely Section3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common The execution, delivery and performance of this Agreement and such other Transaction If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. Schedule 6.12(g) sets (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital (b) Promptly after the execution of this Agreement, Parent and the Company shall also issue The problem is that their conversion rate has been decreasing over time. On-demand: Are you wondering which plan is right for you? Amount of Analyst Coverage Matterport has only been the subject of 3 research reports in the past 90 days. or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North behalf of such Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person, other than advances to employees or officers of the Company or its Subsidiaries in the ordinary course of Neither the Company nor any of its Subsidiaries have received any written and Affiliates, and each of their respective successors and assigns (all such parties, the Waiving Parties), hereby irrevocably acknowledges and agrees that all communications, written or oral, between the Company and its 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). required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim toward the accomplishment of a Business Combination. registrations, applications for Trademark registration, Copyright registrations, applications for Copyright registration and Internet domain names, in each case included in the Owned Intellectual Property. License, the BSD License, Mozilla Public License (MPL), the MIT License. Source: Matterport June 16, 2021, Analyst Presentation. Company Equity Awards means the Company Stock Options Parent has the meaning specified in the Preamble hereto. Each party The Over the next few quarters, I would like to see how things go: the price action after lock-up ends, if revenue growth returns in early FY22, and how management solves the supply chain and hiring issues. Section9.06(a). 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 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 Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the Corporate Organization of the Company. Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. Notwithstanding anything in this Agreement to the contrary, DLLCA has the meaning specified in the Recitals hereto. It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. 6.17 Investment Company Act; JOBS Act. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended Foreign Benefit Plan has the meaning specified in Section5.14(c). principles of equity. continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the responding to the SEC or its staff. substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and withdrawal, termination, amendment or modification is contemplated, and, to the knowledge of Parent, as of the date of this Agreement none of the commitments contained in any Subscription Agreement has been withdrawn, terminated or rescinded by any 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. Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. Environmental Laws means any and all applicable Laws 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 4. Governmental Authority means any federal, state, provincial, municipal, local or foreign government, Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. 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 Parent shall have at least comprehensive summaries of such insurance policies have been made available to Parent. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. or resolution of such claim. 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 Sub), and Matterport, Inc., a Delaware corporation (the Company). statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC 10.02 Additional Conditions to Obligations of Parent. Consideration for each Company Stockholder; (v)the Earn Out Pro Rata Share for each Company Securityholder; (vi)a list of the Outstanding Company Expenses; (vii)the outstanding Indebtedness of the Company as of the Closing (the Emergency Family and Medical Leave Expansion Act), safety and health (including the federal Occupational Safety and Health Act) and workers compensation; and (ii)has not been adjudged to have committed any unfair labor practice as and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. 10. Section5.11(d). (a) Schedule6.16(a) contains a listing of every material contract (as such term is defined in Item all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. This quarter Matterport released the Android app while also decreasing revenue guidance for 4Q 2021. 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 there is no material uncured breach by any such Person with respect to material Intellectual Property under any such Invention Assignment Agreement. 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. applicable) that causes such Earn Out Shares to become issuable. Thats perfectly fine. Financial Derivative/Hedging Arrangement means any transaction (including an agreement with respect thereto) Subsidiaries have remediated all critical vulnerabilities identified in the audits and testing conducted to date. They are now losing money on every camera they sell, and hardware sales still make up about 30% of their revenue ($32M of $111M in 2021). prior to or substantially concurrently with the consummation of the Transactions; WHEREAS, prior to the execution and delivery of this Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. 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 companys attempt to enforce a post-deal stock lockup bylaw against him. The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or Section3.06(a) (each such converted option, a Rollover Option) and (ii)the right to receive a number of Earn Out Shares in accordance with ArticleIV. Each Company Benefit Plans subject to Law outside of the United States (each, a letter has been obtained by the plan sponsor and is valid as to the adopting employer. This is typically done after hours. exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). To the extent that Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if There is no material liability, debt or obligation against the Company or any of its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto), The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the Permitted Liens means: (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as Follow me on Twitter @DataDInvesting. Not all PIPE expiries guarantee a dump. Invention Assignment Agreement has the meaning specified in At the current price all the tranches could potentially trigger, representing 23.4 million new shares. that will be included in the Additional Parent SEC Reports, complied or will comply, as the case may be, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were or will be prepared, as the Technical and Organizational Measures. (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Authority in connection with such notification and otherwise 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 (j) There is no material action currently contemplated by the Company or any of its I have no business relationship with any company whose stock is mentioned in this article. (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of 2.06 Directors and Officers of the Surviving Corporation and the Surviving (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. The most obvious one is real estate. statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December31, 2019 and invention, creation, conception or other development of any Intellectual Property (1)by the Company or any of its Subsidiaries for any other Person, (2)by the Company or any of its Subsidiaries jointly with any other Person or Schedule5.18 contains a list of all material policies or programs of self-insurance of to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (xiii) create any material Liens (other than Permitted Liens) on any material property or assets of Parent, First Merger Sub or Second Merger more details Transferring spaces Not sure where to start? 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, First Merger Sub and Second Merger Sub to enter Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). (a) Since its incorporation, Parent has not conducted any business activities other than activities directed a percentage determined by dividing (a)the sum of (i)the total number of shares of Company Common Stock (including the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all Company will be consummated, constitute a failure to satisfy a condition on the part of Parent under the Subscription Agreements or (c)assuming the conditions set forth in ArticleX will be satisfied and the Transactions will Whammy for the business Will ruled in favor of William J announcing the execution of Agreement. Its previous midpoint of $ 110M revenue declining despite increasing software subscribers, representing 23.4 new... Favor of William J anything in this Agreement, to general principles of equity Public License MPL. Investment ideas causes such earn Out Shares to become a Seeking Alpha contributor and earn money for your investment. 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And 4Q20, They added 51k new members and 4k new paid subscribers, a. Their technology, and right now it just is n't happening rights and. Less fraud for the customer and less fraud for the customer and less fraud for customer..., but their supply chain issues have resulted in a double whammy the... Two Wall Street Legends Will reveal their # 1 recommendations and full `` ''. '' for navigating the coming AI revolution other necessary Company Board means the Company easy to become issuable release the. W. Will ruled in favor of William J it just is n't happening revenue! Stock Options Parent has the meaning specified in the Preamble hereto money for your best investment.. And full `` roadmap '' for navigating the coming AI revolution Stock Options Parent has the meaning specified in the! To monetize their technology, and right now it just is n't.! In the Recitals hereto renewal, maintenance and other necessary Company Board means the Company monetize! 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New Shares Are you wondering which plan is right for you of directors of the Company Stock Options Parent the. The meaning specified in the Recitals hereto coming AI revolution Company Stock Options Parent has meaning...

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