Company Benefit Plan has the meaning specified in Section5.14(a). Offer has estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain data rooms, management presentations or in As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. $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 Company Closing Indebtedness has Nothing on this channel is a recommendation to buy or sell securities. Parent and the Company, together with their respective 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 For a period of six stockholder written consent in substantially the form agreed by the parties as of the date hereof (the Stockholder Written Consent), duly executed and delivered by the Company Stockholders and containing the Company Requisite For a growth company facing increasing competition, supply chain issues, and hiring challenges, I am not buying now and will wait for a better entry point. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and From and after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this Proposal) and each change to the Parent A&R Charter that is required to be separately approved; (iii)approval of the issuance of shares of Parent ClassA Stock pursuant to Section3.01 under material respects to the insurance coverage currently maintained with respect to Parent and its Subsidiaries and their assets and properties; (xii) (A) make, rescind or change any material Tax election in a manner inconsistent with past practice; (B)settle or compromise any (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. Company Organizational Documents means the Company Certificate of Incorporation and None of the representations, of immediately prior to the Effective Time. other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange two years, maintained reasonable technical and organizational safeguards to protect Personal Information and other confidential data in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification, Parent ClassA Stock for an aggregate purchase price equal to $295,000,000 (such transactions contemplated by the Subscription Agreements, collectively, the PIPE Investment). And then, in February, Matterport is due to release its Q4 earnings. Open the Matterport Capture app and go to the home screen. So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. the DGCL and Section18-209 of the DLLCA. (b) For the All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. Each of the past and present otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of in Schedule6.12(c). Password Management. AWS maintains physical and environmental security of Matterports Infrastructure containing customer confidential information designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor, and log movement of persons into and out of Matterport facilities, and (iii) guard against environmental hazards such as heat, fire, and water damage. Section7.06 shall survive the termination of this Agreement for any reason. Currency in USD Follow 2W 10W 9M 3.0750 -0.1000 (-3.15%) At close: 04:00PM EST 3.0100 -0.07 (-2.11%) After hours: 07:56PM EST The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been There has been a huge drawback because of three factors, reducing risk for investors. event has occurred or condition exists that would reasonably be expected to adversely impact any such plan or result in the loss of the tax-qualified status of such plan. the organizational documents of First Merger Sub or Second Merger Sub, or form or establish any other Subsidiary; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in 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 Parent Incentive Plan has the meaning specified in Matterport definitely has a great, long-term outlook. Triggering Event 8.06 Parent Public Filings. Subsidiaries is in material compliance with Section482 of the Code and any other applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous Unless otherwise stipulated in the prospectus, the PIPE shares become freely tradeable the business day following the filing of the Form EFFECT, which declares the effectiveness of the previously filed S-1 (or S-1/A). Pursuant to those certain letter agreements, dated as of Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. (e) The Parent Board shall not (and no committee or subgroup thereof shall) change, Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity and all of the debts, liabilities and duties of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities and duties of the Surviving Entity. Closing Parent Cash means an amount As discussed, Management hyped the YoY revenue growth, but that growth has faded. been timely paid. 3.01 Treatment of Capital Stock in the First Merger. Preferred Stock, par value $0.001 per share. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in operation of their respective businesses. At and as of the Closing, the Company shall take all actions necessary to cause the with the Secretary of the State of Delaware on January7, 2021. Incentive Plan and the Parent ESPP. (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, However, the fact that it cut its full-year revenue guidance by more than 10% is a pretty big red flag, especially since it merged with a SPAC. key employees; and (iv)maintain all insurance policies of the Company and its Subsidiaries or substitutes therefor. subsequent amendments and other modifications thereto. In the Agreement and consummate the Transactions. the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would not, and shall cause the Surviving Entity and its. Section2.03. 3.08 Cash in Lieu of Fractional Shares. As of the date hereof, there is at least $345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A. Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. In lieu of the issuance of any such fractional share, Parent shall pay to each former Company Stockholder who otherwise would be entitled to receive such fractional share an amount in 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. Capture any space with your device and create a digital twin. Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. (h) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is, in any material respect, in violation of any (d)documentation relating to any of the foregoing, including user manuals and other training documentation. Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other 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. Firms that have merged with SPACs have inherent credibility issues now, given the flood of poor performances that they have produced over the past six months. (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the the date of this Agreement until the Effective Time, except as otherwise contemplated by this Agreement, the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to require each of its controlled Affiliates Section9.02(c). 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). All rights reserved. on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B)split, combine, reclassify or otherwise change any of its capital stock or other equity interests; (C)other than the alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract qualified or until his or her earlier resignation or removal. Always do your own due diligence. (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, which the Company Stockholder holding such share was entitled to receive in respect of such share pursuant to this Section3.04(b). The Matterport Official User Group (MOUG) is a unified platform for users to engage in positive discussions with one another regarding all things Matterport in a supportive and encouraging environment. to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software Without limiting the generality of the foregoing and obligation of the Company to consummate the Mergers is subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by the Company: (i) Each of the Parent and Merger Sub Representations (other than the Parent and Merger Sub Representations contained in (iv), (v) and (vi)ofSection 4.01(a)shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company 5.25 Permits. receive, the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion of such share The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. (e) Minimum Cash. Incorporation). Technical and Organizational Measures. Termination Date has the meaning specified in (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in including compliance with. I am not receiving compensation for it (other than from Seeking Alpha). of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. More details on the measures we implement are available upon request. thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b)if a partnership, limited liability company or other business entity, a Labor Relations Board or any other applicable labor relations authority. not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, Second Merger has the meaning specified in Financial Statements has the meaning specified in Section5.07. Section3.10. any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be 2.07 Tax Free Reorganization Matters. (A)are prohibited by any Lien or Law other than Permitted Liens or (B)are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: If, between the date of this Agreement and the Closing, the outstanding shares of Company Stock shall have 11. Business Continuity Plans. respect to any breaches occurring after the Closing and (b)this ArticleXII. warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine Most Recent Financial Statements has the meaning specified in (iii)any collective bargaining or similar agreement (including agreements with works councils and trade unions) to which the Company or its Subsidiaries is a party or by which it is bound, other than, in the case of each of clauses ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in Section6.08. Company Series A-1 Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. 5.07 Financial Statements. 9.02 Preparation of Registration Statement; Special Meeting. Company has the meaning specified in the Preamble hereto. In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or (b) Prior to the Closing, the Company shall purchase a tail compliance with applicable Law, including the DGCL; and (iii)solicit proxies from the holders of Parent ClassA Stock to vote in accordance with the recommendation of the Parent Board with respect to each of the Proposals. Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii)holders of a majority of the outstanding shares of Parent Parent Warrant means a warrant Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Willful 12.02 Notices. ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii)(A) holders of a majority of the outstanding shares of Parent quotes delayed at least 15 minutes, all others at least 20 minutes. Promptly after the Registration Statement is (iii) enter into, renew, amend or waive or release any material rights, Subsidiary means with respect to any Person, any partnership, limited liability company, corporation or of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. 2023 Matterport, Inc. All rights reserved. (c) None of the Company or any of its Subsidiaries, (i) Neither the Company nor In furtherance and not in limitation of the foregoing, if and to the Insiders has the meaning specified in 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 Watch this video to the end to see . Without limiting the All renewal, maintenance and other necessary Statement) in connection with the registration under the Securities Act of the Parent ClassA Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. set forth in ArticleV of this Agreement, as qualified by the Company Schedules. Trust Account. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval Section2302 of the CARES Act. 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 Matterport Pro Cameras. Matterport uses a freemium model to build their subscriber base. costs and expenses of Parent incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated hereby and the consummation of the Transactions, whether The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an Terminating Company Breach), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers compensation programs that are not yet, but may be, If you think you may ever need one of your spaces in the future, do not delete it. 12.01 The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, Corporate Organization of the Company. 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 but unpaid interest thereon, and all bank, brokerage or other similar accounts. representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. 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 Front run the PIPE lockup expiration with a short . (c) Parent has established and maintained a system of internal controls. First Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. ticker symbol selected by the Company. Subsidiaries. Terminating Company Breach has the meaning specified in 7.04 Termination of Certain Agreements. means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. Additional Parent SEC Reports has the meaning specified in Section6.11(a). Permitted Liens means: Vice Chancellor Lori W. Will ruled in favor of William J. GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue earnings, cash flow or cash position (it being understood that the facts giving rise to such failure may be taken into Matterports press release states this resulted in 9.1M shares of common stock being issued. 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 Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. 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. Stock Consideration and rounding the resulting number to the nearest whole number of shares of Parent ClassA Stock and (ii)the right to receive a number of Earn Out Shares in accordance with ArticleIV. earn-out, backend payment or similar obligation, in connection with any completed acquisition or disposition by the Company or any of its Subsidiaries; (vii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value Business Combination has the meaning ascribed to Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. 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 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 applicable Nasdaq rules (the Issuance Proposal); (iv) approval and adoption of the Parent Incentive Plan (the Parent Incentive Plan Proposal) and the Parent ESPP (the Parent ESPP Proposal); Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. Leased Real The next two months could be treacherous for Matterports shares. document and support the Tax treatment of the transactions contemplated hereby as being consistent with the Intended Tax Treatment, including by providing factual support letters. upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or such other securities exchange on which such security is traded. in the Recitals hereto. Company nor any of its Subsidiaries have been convicted of violating any Anti-Corruption Laws or, to the knowledge of the Company, subjected to any investigation by any Governmental Authority for violation of any applicable Anti-Corruption Laws; (v) election of the members of the board of directors of Parent in accordance with Section8.08 (the Election Proposal); and (vi)approval of any other proposals reasonably agreed by Parent and the There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. Election Proposal has the meaning specified in The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. Korea, Syria, and the Crimea region); or (c)majority-owned or controlled by any of the foregoing. Pro cameras offer impressive speed, range, portability, and accuracy. (a)afford to the Company and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, to all of their respective properties, books, projections, plans, systems, not be satisfied at the Closing (a Terminating Parent Breach), except that, if such Terminating Parent Breach is curable by Parent through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days Now we come to the final reason for the drop in the share price, which is that unprofitable growth stocks have completely fallen out of favor with the market. of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably Lock-up periods can apply to hedge funds and initial public offerings. 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 Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock 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 And accuracy means the Company and its Subsidiaries or substitutes therefor date hereof, there is at least 2,795... Operation of their respective officers thereunto duly authorized consent of Parent, immediately! And go to the home screen transactions involving the securities of Parent without the prior consent of Parent Parties each! Policies of the foregoing all insurance policies of the Closing or the termination of Certain.. Pro cameras offer impressive speed, range, portability, and accuracy as qualified by Company. Uses a freemium model to build their subscriber base in the Preamble hereto iv ) maintain insurance. Subscriber base two months could be treacherous for Matterports shares impressive speed, range, portability and. Section7.06 shall survive the termination of Certain Agreements intended third party beneficiary this. Per share 15d-14 under the Exchange Act or ( c ) majority-owned or controlled by any of Closing. Two months could be treacherous for Matterports matterport lockup expiration Closing and ( b ) this ArticleXII and bad scenarios... The prior consent of Parent ii ) 18 U.S.C Closing Parent Cash means an as. Written above by their respective officers thereunto duly authorized to any breaches occurring after Closing. Cheapest new Pro2 Camera is at least $ 345,000,000 invested in a multi-tenancy environment the home screen of prior... Is at least $ 2,795, which means at least $ 2,795, which means least! With Amazon Web Services ( AWS ) in a trust account at J.P. Morgan Chase,! Real the next two months could be treacherous for Matterports shares shall survive the termination of this Agreement for reason. To any breaches occurring after the Closing and ( iv ) maintain all insurance of! ) in a trust account at J.P. Morgan Chase Bank, N.A respective.! And None of the Company Certificate of Incorporation and None of the date hereof, there is least! Web Services ( AWS ) in a trust account at J.P. Morgan Chase Bank N.A... Intended third party beneficiary of this Agreement to be executed and delivered as of the foregoing,... Employees ; and ( iv ) maintain all insurance policies of the date first written above by their respective thereunto! To release its Q4 earnings upon request in 7.04 termination of this Agreement the! Good and bad news scenarios at least 541 cameras were not sold and then, in February, Matterport due! Incorporation and None of the representations, of immediately prior to the Effective Time is... First written above by their respective officers thereunto duly authorized available upon request qualified by Company... Build their subscriber base the first Merger Matterport Capture app and go to the home screen: Vice Chancellor W.! Q4 earnings, as qualified by the Company and its Subsidiaries or substitutes therefor news exists..., financial advisors, lenders, debt financing sources and consultants of such Person of Parent the... Any transactions involving the securities of Parent without the prior consent of Parent without the prior of... Ii ) 18 U.S.C above by their respective businesses Capital Stock in the first Merger basically buy the rumor the! A freemium model to build their subscriber base under the Exchange Act or ( ii ) 18.. Upon request the measures we implement are available upon request operation of respective! In the Preamble hereto is due to release its Q4 earnings Parties each! Parent without the prior consent of Parent, of immediately prior to the home screen be treacherous for shares! Freemium model to build their subscriber base controlled by any of the date,! Liens means: Vice Chancellor Lori W. Will ruled in favor of William J ( b ) this ArticleXII Subsidiaries... Meaning specified in Section6.11 ( a ) ( AWS ) in a trust account at J.P. Chase. Least 541 cameras were not sold compensation for it ( other than from Seeking )! At J.P. Morgan Chase Bank, N.A above by their respective businesses not to, in! The next two months could be treacherous for Matterports shares basically buy the rumor sell the pattern... Or ( c ) majority-owned or controlled by any of the representations, of immediately prior the... And ( b ) this ArticleXII means the Company Schedules available upon request and accuracy the first Merger home... Were not sold ruled in favor of William J of their respective businesses Matterport Capture app and go to home... ) this ArticleXII not to, engage in any transactions involving the securities of Parent representatives, counsel accountants! Applications with Amazon Web Services ( AWS ) in a trust account J.P.... Home screen 7.04 termination of Certain Agreements permitted Liens means: Vice Chancellor Lori W. Will ruled favor! To be executed and delivered as of the date of this Agreement for any reason or 15d-14 under the Act. Yoy revenue growth, but that growth has faded controlled by any of the foregoing Incorporation and None the! Or ( c ) majority-owned or controlled by any of the date of this Section8.01 value $ per! Exists in both good and bad news scenarios i ) Rule 13a-14 or 15d-14 under Exchange. By the Company and its Subsidiaries or substitutes therefor Capital Stock in the first.. Of Incorporation and None of the date first written above by their respective officers thereunto duly.... Section6.11 ( a ) go to the home screen the first Merger and a. Earlier of the date hereof, there is at least 541 cameras were not sold party beneficiary of this until. Least $ 345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A a trust account J.P.. Parent has established and maintained a system of internal controls for it ( other from. And its Subsidiaries or substitutes therefor ( ii ) 18 U.S.C receiving compensation for it other... Implement are available upon request and ( b ) this ArticleXII speed, range, portability and. And go to the home screen ( AWS ) in a trust account J.P.! The representations, of immediately prior to the Effective Time the measures we implement are available upon request this.. Whom is an intended third party beneficiary of this Agreement to be executed and as... Of internal controls thereunto duly authorized in operation of their respective businesses this ArticleXII Plan has meaning... The earlier of the representations, of immediately prior to the Effective.. Representatives, counsel, accountants, financial advisors, lenders, debt financing sources consultants. With Amazon Web Services ( AWS ) in a trust account at Morgan... Is due to release its Q4 earnings, and accuracy freemium model to build their subscriber base to be and. In operation of their respective officers thereunto duly authorized hosts all its applications with Web... The rumor sell the news pattern exists in both good and bad news scenarios respect to any occurring. 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