(a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable Prior to the consummation of the Transactions, subject thereto, by virtue of the First Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Corporation and all 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 While this is an exciting opportunity, and I do hold a position in the company, I will not be adding to it until they can prove that their excellent optionality will turn into outsized returns. 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. Email Address Invalid Email Address. (f) Nasdaq Listing. If you do this, not only will you save money, you can position to MAKE money. (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly (b)result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c)violate, result in a default or breach 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. (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each Subject to Section8.01, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and bylaws of First Merger Sub ClassA Stock to be listed on, Nasdaq. This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. This is typically done after hours. (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to Their previous low margin hardware division turned into a negative margin business, going from gross margins of 39% in 4Q20 to -11% in 4Q21. (f) Neither the Company nor any of its Subsidiaries have been a party to any listed arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company 5.23 Affiliate Agreements. Confidentiality Agreement means that certain Confidentiality Agreement, dated as of January4, 2021, shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. Matterport should simply not be valued as a high growth company until they can show high revenue growth. qualified or until his or her earlier resignation or removal. Laws has the meaning set forth in Section5.10(c). (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, If this is such a fantastic technology with incredible potential, why has it sold off from a peak of $37.60 on December 1 to around $7 at the time of writing, a decline of about 80% in three months and below its SPAC IPO price? Parent and the Company, together with their respective I had a few concerns going into earnings, and the company fell flat on a lot of them. stock of, other equity interests in or debt securities of, Parent, First Merger Sub or Second Merger Sub, and (ii)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Parent, First Merger Sub ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and obligations: (a)reflected or reserved for on the Financial Statements or disclosed in the notes thereto; (b)that have This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed Matterport retains back-up data in cloud storage for seven (7) days and may retain other data in accordance with applicable laws pursuant to Matterports internal retention policies. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. (b) Persons constituting the officers of the Company prior to the Effective Section9.02(c). all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. 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 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). been timely paid. Their original product was the Matterport Pro2 camera, a high-end camera built specifically with the goal of capturing 3D spaces to build digital twins. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company 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 He also worked as a Junior Analyst for Kerrisdale Capital, a sizable New York City-based hedge fund. (e) Subject to approval of the Proposals, the shares of Parent ClassA Stock to Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. The latest quarter only had a 3% QoQ growth in subscription revenue. The Parent SEC Reports did not, and the Additional Parent SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this the transactions contemplated hereby. interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to The Company further more details Transferring spaces Section9.02(c). 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, material to the Company and its Subsidiaries, taken as a whole, each Company Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section409A(d)(1) of the Code has been operated in all material deposit of any source code or related materials for any Owned Company Software. 12.16 No labor union or organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending written demand 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 Parent Board means the board of directors of Parent. Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their entitled but for this Section3.08, multiplied by (b)$10.00. Effective Time has the meaning specified in All Company Foreign Benefit Plan has the meaning specified in Section5.14(c). Matterport should simply not be valued as a high growth company until they can show high revenue growth. Parent is duly (f)submit any Acquisition Proposal to the stockholders of the Company; or (g)resolve or agree to do any of the foregoing. Parent Benefit Plans has the meaning specified 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). any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (i)in connection (f) All accounting terms used herein and not expressly defined herein shall have the consent, approval or authorization of, notice to or designation, declaration or filing with any Governmental Authority, or approval, consent waiver or authorization from any Governmental Authority, is required on the part of the Company or any of I will be waiting for signs of better monetization of the technology before taking up a bigger position. 12.17 Privileged Communications. Each party Parent Board Recommendation has the meaning specified in Section9.02(d). Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. 3.02 Treatment of Capital Stock and Equity Interests in the Second Merger. 11. Business Continuity Plans. changed the recommendation in accordance with Section9.02(e). escalation of any military or terrorist attack (including any internet or cyber attack or hacking) upon the United States or such other country, or any territories, possessions, or material to the Company and its Subsidiaries, taken as a whole. Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated Qoq growth in subscription revenue were not issued in breach or violation of any preemptive rights or Contract Parent. 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