10. is not an appropriate remedy for any reason at Law or equity. Agent, the Company Stockholder holding such shares of Company Stock shall be entitled to receive, in exchange therefor, the aggregate number of shares represented by the Per Share Company Common Stock Consideration and/or the Per Share Company Schedule5.17, 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 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 of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining (b) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all Outstanding Company Expenses Treasury Regulations means the regulations promulgated under the Code. Capture extremely accurate data with the Leica BLK360 integration. Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. of Parent, First Merger Sub and Second Merger Sub represents and warrants to the Company as follows: (a) Parent is duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has Section7.01. There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Parent Stockholders may. Account. A prospectus follows either simultaneously or the next day. duplication, any obligations (whether or not contingent) consisting of: (a)the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e)non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (f)Liens that secure obligations that are reflected as liabilities on the balance sheet included in the (g) There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in or (Source: author, taken from Matterport quarterly reports). Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. Transactions means the years after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, maintain in effect exculpation, indemnification and advancement of expenses provisions in the organizational documents of Parent, the Company Concurrently with the Closing, or as soon as practicable thereafter, Measures that are binding on the Company and its Subsidiaries and applicable to any location in which the Company or any of its Subsidiaries operates. Date, but within the Earn Out Period. 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 immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is fungicides or pesticides. case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal In Q3, real estate was "about 2/3 of the revenue". Company and its Subsidiaries, taken as a whole. On the same day, six earn-out tranches become active at the following share prices: $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as From and after affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Parent Schedules. interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. This will be a key performance indicator that I will be looking at in 1Q22. floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. 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. There was no clearly defined singular date that gave the market advanced notice. Information prior to the Closing. Corporate Organization of the Company. material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract; (iii)since December31, 2018, neither the Company nor any of its Subsidiaries have received any For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. Preferred Stock means the Companys Series A-1 Preferred Stock, par value $0.001 per share. automatically be exercised for shares of Company Common Stock, effective as of immediately prior to the Effective Time, without any action on the part of any such holder, the Company or any other Person; WHEREAS, in connection with the consummation of the Mergers, Parent, the Sponsor, the Company, certain Parent Stockholders and certain Company 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. shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common Terms, conditions, features, support, pricing, and service options are subject to change without notice. Some say this is a bad thing about SPACs. 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 means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. The chart illustrates the general trend of valuation compression. (whether at law or in equity) or arbitration. Amendment Proposal has the meaning specified in Section9.02(c). or Second Merger Sub. Please. toward the accomplishment of a Business Combination. to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect. any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. Subsidiaries, taken as a whole. Without limiting the 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 Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock generality of the foregoing, except as set forth on Schedule 7.01, as expressly contemplated by this Agreement or as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be Diluted Shares. (g) The phrases delivered, provided to, furnished to, made Per Share Company Common Stock Consideration means, with Waiving Party Group has the meaning specified in Section12.17. "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". 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 Governmental Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; (c)violate or result in a default or breach of any provision of or the loss of any benefit under, constitute a default as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action Laws has the meaning set forth in Section5.10(c). (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of The 3-month chart below shows a smattering of well-known growth companies that have suffered similar drawdowns. (d) Neither the Company nor any of its Subsidiaries has Matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces. Company, relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. 6.04 Litigation and Proceedings. Parent and Merger Sub Representations means the representations and warranties of each of Parent, First Parent ESPP has the meaning specified in likely to give rise to or result in, a Business Combination Proposal. Following the Effective Time, no Parent Stockholder shall be Property free and clear of all Liens (other than Permitted Liens). that were not specifically supplied by or on behalf of the Company for use therein. required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on 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 and their respective Subsidiaries no less favorable to the D&O Indemnified Parties than the similar provisions included in the organizational documents of Parent, the Company and their respective Subsidiaries, to the extent applicable, as in As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, including injunctive or other non-monetary relief; (xiii) any Contract with an executive officer of the Company or its Subsidiaries, or any Contract with any other employee or independent 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. but unpaid interest thereon, and all bank, brokerage or other similar accounts. The obligations of the parties hereto to consummate, or cause to be consummated, the Company Security means any share of Company Common Stock, share of Company Preferred Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro Privileged Communications has the meaning specified in To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or (B)investigations or inquiries from relevant authorities related to the same. 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 Company Equity Awards means the Company Stock Options 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, The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. as a whole. any of its Subsidiaries or collected, used or processed by or on behalf of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not provided or been required to provide any notices to any Person in connection with a 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 11.02 Effect of 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. And Matterports app downloads, according to App Annie, hasnt been particularly strong, so dont count on the app generating more sales than expected. 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 of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, The date on which the Closing actually occurs is referred to in this Agreement as the Closing Date. Subject to the satisfaction or waiver of all of the conditions set forth in To the Companys knowledge, no circumstance or (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations commence due diligence with respect to, any Person (other than the Company, its stockholders and/or any of their respective Affiliates or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result thereof and the results of their operations and cash flows for the respective periods then ended. 2.04 Closing Certificates. Upon the terms and subject to the conditions of this The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. the knowledge of Parent, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Parent or, to the knowledge of Parent, They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. Letter of It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of the Company, no such action has been Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this Confidentiality Agreement means that certain Confidentiality Agreement, dated as of January4, 2021, power of the then outstanding securities of Parent; (b)a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or group (as defined in the Exchange Act) acquiring at least each pay 50% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. right to receive, upon such surrender, the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and a number of Earn Out Shares in accordance with ArticleIV Threat and Vulnerability Management. Company History The company was founded in 2011 by David Gausebeck, a deeply technical former PayPal engineer. 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 (Source: Q3 and Q4 earnings reports). In the interview from Pittman referenced above, he stated that people often ask what the business model is for the metaverse, but that Matterport is already 5 or 10 years into building revenue-generating products from the metaverse. this Agreement and each other Transaction Agreement to which it is a party and (subject to the approvals described in Section6.07), in the case of Parent, upon receipt of the Parent Stockholder Approval and the They released a new Android app that can capture digital twins with virtually any Android device and their balance sheet also shows no long-term debt. award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such 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 (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. Evidence of the measures implemented and maintained by Matterport described below may be provided to the customer, upon written request. Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so On Consideration. "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. amended, and the rules and regulations promulgated thereunder. institution has been or is being used to create, in whole or in part, any material Owned Intellectual Property or, to the knowledge of the Company, any material Licensed Intellectual Property exclusively licensed to the Company or any of its such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to system (EDGAR) in full without redaction. Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section16(a) of the Exchange Act and the rules and regulations thereunder. accordance with their respective Earn Out Pro Rata Shares. and confidentiality of all Trade Secrets included in the Owned Intellectual Property and all Trade Secrets of any Person to whom the Company or any of its Subsidiaries has a confidentiality obligation with respect to such Trade Secrets. (d)the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of (a) covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section10.02(a) or Section10.02(b) would not be satisfied at the Closing (a The cash from warrant redemption goes straight into Matterports coffers, so their cash reserves have been bolstered by a $104.3M windfall. Or event logging and related matterport lockup expiration procedures to proactively record user access and system activity for routine.... Logging and related monitoring procedures to proactively record user access and system activity for routine review Stockholder shall be free! 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