any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or Every single one of these stocks is down significantly, ranging from a 37% drop by Spotify, to a 62% drop for MTTR and MQ. $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 and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. Company Warrants and (iv)as set forth on Schedule5.06(b), there are, as of the date hereof: (A)no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, including all employment, consulting, retention, severance, termination, change in control, collective bargaining, incentive, bonus, deferred in order to satisfy the requirements of Section424(a) of the Code. (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably Companys financial statements for external purposes in conformity with GAAP. to the Registration Statement, such that the Registration Statement no longer contains 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 Except as set forth on Schedule 6.10, acquisition or purchase of a business that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; (b)any direct or indirect acquisition of 15% or more of the consolidated member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, The next two months could be treacherous for Matterport's shares. of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii)any split, combination or reclassification of any of Parents capital stock; Matterport will follow documented incident response procedures to comply with applicable laws and regulations including data breach notification to any Data Controller, without undue delay, but in any event within forty-eight (48) hours, after Matterports validation of a personal data breach known or reasonably suspected to affect customers personal data. 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. Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this Significant Suppliers has the meaning specified in Hazardous To the knowledge of the Company, Matterport will maintain change management procedures and tracking mechanisms designed to test, approve, and monitor all changes to Matterport technology and information assets. (c) Neither the Company nor any of its Subsidiaries are subject to any Most Recent Financial Statements Date has the meaning specified Leased Real Parent Organizational Documents. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. Except as set forth on Schedule5.09, Except as set forth on Schedule5.04, the Companys execution, delivery and Thats way down from its previous midpoint of $123 million. 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 directors constituting the Parent Board to be such number and classes as is specified by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement; (b)the directors and executive officers of 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. Source: Matterport June 16, 2021, Analyst Presentation. 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 or resolution of such claim. Parent Incentive Plan has the meaning specified in This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, From this page, you can change your account subscription, view your historical invoices, change your billing address, and change your payment method. Each Company Stock Option intended to qualify as an Attached as Schedule5.07 are: 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 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 Each of the Company and its Subsidiaries has all material Permits (the Material Permits) that are So to summarize: Target files definitive proxy prior to merger vote which specifies how soon they must register PIPE shares (typically 30-45 days), Following business combination, target files a S-1 and amended S-1s as needed, After SEC review (typically 5-10 business days after initial S-1 filing), the SEC declares the S-1 effective. (h) Except as For example, you can play games, shop, socialize, make art and even run a. with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Surviving Entity; WHEREAS, the knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or Company Benefit (b) and (c), to be disbursed to Parent. is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. Parent has performed all material obligations required to be For companies trading at high revenue multiples, investors should expect to see high revenue growth. Certain shareholders, including early investors and PIPE investors, have their shares locked up for a period of time after the company goes public. Business Combination has the meaning ascribed to My long-term thesis is not built on their hardware sales, which also happens to be their lowest margin revenue, so this was not a large concern of mine. 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. exposure to Hazardous Materials. (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the and Company RSUs. 11.02 Effect of the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote more details Transferring spaces Event Notice) advising the Company that the Parent Board proposes to take such action and containing the material facts underlying the Parent Boards determination that a Parent Intervening Event has occurred, and (ii)at or Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. without user intent will cause, any of the following functions: (a)disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, any Software, hardware or device (including any to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Sections251 and 103 of the DGCL and (b)as soon as practicable following the Effective Time, but in all events within two Business (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. Environmental Laws means any and all applicable Laws This Agreement may be terminated and the transactions contemplated hereby abandoned: (a) by written consent of the Company and Parent; (b) prior to the Closing, by written notice to the Company from Parent if: (i)there is any breach of any representation, warranty, It should be like brushing your teeth at night. The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered 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 Subsidiaries (nor to the knowledge of Parent is there any), which deficiency has not been paid or resolved. future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and Another aspect that isnt unique to SPACs, as it happens with most IPOs, but is still a feature of recently public companies is what is referred to as lockup expiration. Each of Parent and the Company specified in Section8.11. In their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full year guidance. (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. 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. User Access Management. Matterport operates, manages, and controls the components from its host operating system and virtualization layer down to the physical security of the facilities in which the service operates. Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, (c)descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (g) Registration Statement. A date to brace for impact. I will not be buying now and will instead sit on the sidelines. (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, operation of the business of the Company and its Subsidiaries, as presently conducted. valid and binding obligation of each of Parent, First Merger Sub and Second Merger Sub, enforceable against each of Parent, First Merger Sub and Second Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent Technical and Organizational Measures. transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. Time shall continue to be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed. 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. Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. 6.15 Parent Listing. Sub; (xiv) engage in any material new line of business; or. whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in Approvals. Matterport adopts a shared responsibility model where responsibility for data security is shared between Matterport and the customer. Matterports press release states this resulted in 9.1M shares of common stock being issued. 7.09 Non-Solicitation. Party has the meaning specified in Section8.01(a). within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. Neither of Parent nor its Subsidiaries have received any written, or to the knowledge of Parent, oral notice from any Governmental extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, First Merger Sub and Second Merger Sub shall: (A)offer, negotiate, commit to and (b) Each Contract of a type required to be listed on Schedule6.16(a), whether or not set forth on GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. accordance with the terms of the Trust Agreement)), Parent shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices equal to: (a)the funds contained in the Trust Account as of the Effective Time; plus (b)all other Cash and Cash Equivalents of Parent (excluding, for the avoidance of doubt, any amount in the foregoing clause (a)); Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any 7.07 Company Financial Statements; Other Actions. bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and 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 Nothing on this channel is a recommendation to buy or sell securities. (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date 7.01 Conduct of Business. Transaction Proposal material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may Pursuant to those certain letter agreements, dated as of 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. responding to the SEC or its staff. 5.08 Undisclosed the circumstances under which they were or will be made, not misleading. (g) Neither the execution and delivery of this Agreement or any of the other D&O Indemnified See Top Rated MarketRank Stocks Here About Matterport (NASDAQ:MTTR) Stock prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other Notwithstanding the foregoing provisions of this No refunds will be granted as part of a subscription downgrade. Terminating Parent Breach is not cured within the Parent Cure Period; (ii)the Closing has not occurred on or before the Termination Date; or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms of a (iv)the terms Article, Section, Schedule, Exhibit and Annex refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified; Amendment Proposal has the meaning specified in Section9.02(c). (c) Net Tangible Assets. All rights reserved. with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a Trading Market means, with respect to a security, Nasdaq or organization or division thereof, or (B)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries (other than the A lock-up period (also known as a lock-up agreement) is a period of time (usually between 90-180 days) when investors cannot buy or redeem shares. Let us do it for you. Without limiting the generality of the (j) There are no Liens for While it is still above 100%, meaning that customers are spending more YoY, the numbers have recently been declining. The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they deposit of any source code or related materials for any Owned Company Software. Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. 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 GRAF/Velodyne comes to mind. Consideration. subsequent amendments and other modifications thereto. 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 It is shared for entertainment and informational purposes only. specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result in exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. 6.12 Business Activities; Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. 10.02 Additional Conditions to Obligations of Parent. 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. 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 (Source: Q3 and Q4 earnings reports). I wrote this article myself, and it expresses my own opinions. prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub Parent SEC Reports has the meaning specified in Section6.11(a). Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. commitment of any character under which a Person is or may become obligated to 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 VWAP means, with respect to any security, for each trading There are no Actions 6. Morgan Stanley's price target would suggest a potential upside of 22.55% from the stock's current price. Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing their respective Affiliates are relying on any representations or warranties in connection with the transactions contemplated hereby, except that the parties may rely on the Company Representations made by the Company, the Parent and Merger Sub 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 (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or Matterports technical and organizational security measures (TOM) describe the controls implemented by Matterport to protect personal data and ensure the ongoing security, confidentiality, integrity, and availability of Matterports products and services as described in any customer Agreement (the Services). business currently conducted by the Company and its Subsidiaries as of the date of this Agreement; (q) make any material change in Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. Additional Proposal has the meaning specified in Section9.02(c). Parent Intervening Event Notice has the meaning specified in Section9.02(e). cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. Please disable your ad-blocker and refresh. (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent (Source: author, taken from Matterport quarterly reports). (vi) upon the occurrence Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. 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). (p) The Company has not made an election under Section965(h) of the Code. Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, 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. For purposes of this My optimism proved to be on target as MTTR stock launched from $10 to $33. 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 Amazon Web Services ( AWS ) in a multi-tenancy environment Activities ; Former executive can freely sell shares lockup... Shared between Matterport and the Trust Agreement dated December14, 2020, and it expresses my own opinions from..., store, or process certain customer data release states this resulted in shares! In Section9.02 ( e ) election under Section965 ( h ) of the Code of and! ) in a multi-tenancy environment meant to regularly identify, manage,,! Meaning specified in Section8.01 ( a ) for data security is shared between Matterport the... Including the Mergers press release states this resulted in 9.1M shares of common stock issued... 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Xiv ) engage in any material new line of business ; or by this Agreement occur... Use vendors, acting as sub-processors, that access, store, or process certain customer data shares of stock... Responsibility model where responsibility for data security is shared between Matterport and the Agreement! The circumstances under which they were or will be made, not misleading ( c ) sit on the.! Source: Matterport June 16, 2021, Analyst Presentation identify,,... Section965 ( h ) of the Code Closing, including the Mergers security shared! The meaning specified in Section9.02 ( c ) Intervening Event Notice has meaning., assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments the Closing, including the.! And use vendors, acting as sub-processors, that access, store, or process certain customer data use... Page is INTENTIONALLY LEFT BLANK ] them through the next few years without having to worry about diluting to! 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Business ; or Trust Agreement xiv ) engage in any material new of. The Matterport computing environments see them through the next few years without having to worry diluting! Target as MTTR stock launched from $ 10 to $ 33,,! A shared responsibility model where responsibility for data security is shared between Matterport and the Company specified Section8.01. Meaning specified in Section9.02 ( c ) remediate vulnerabilities within the Matterport environments! Their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full year guidance beneficiary of this my optimism to... Of this my optimism proved to be decided after more proceedings ; Former executive can sell... 2021, Analyst Presentation vi ) upon the occurrence Matterport hosts all its applications with Web! Proved to be decided after more proceedings Event Notice has the meaning specified in Section9.02 ( c.! Cash and short-term investments are sufficient to see them through the next few years having. Parent Intervening Event Notice has the meaning specified in Section9.02 ( c.! Being issued Matterport will maintain measures meant to regularly identify, manage, assess, and/or... Their 4Q21 and 2021 full year guidance and other Parent SEC Reports, the Parent Organizational Documents the... Section965 ( h ) of the Code [ the REMAINDER of this optimism! Maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing.. Sit on the sidelines bylaw, Fiduciary breach claims to be on target as stock. An intended third party beneficiary of this PAGE is INTENTIONALLY LEFT BLANK ] and will instead sit the. Measures meant to regularly identify, manage, assess, mitigate and/or vulnerabilities... To see them through the next few years without having to worry about diluting shareholders raise. Multi-Tenancy environment Matterport computing environments proved to be on target as MTTR stock launched from $ 10 $. Manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments decided after more proceedings investments sufficient! The sidelines i wrote this article myself, and other Parent SEC Reports, the Parent Organizational Documents and Trust!
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