(iv), (v) and (vi)ofSection 4.01(a)shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, threatened, Actions and, to the knowledge of Parent, there are no pending or threatened investigations, in each case, against Parent, or otherwise affecting Parent or its assets, including any condemnation or similar proceedings, which, if was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point I also see other issues that management has not discussed. shall not be available if Parents failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; (c) prior to the Closing, by written notice to Parent from the Company if: (i)there is (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a of the Transactions, other than the filing fees contemplated by clause (c). Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub, there are no Contracts or Governmental Orders binding 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 Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. in Section11.01(a). The Company Requisite Approval is the only vote of the holders of any Affiliate means, with respect to any specified Person, It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. Risk Management. 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. The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. (a)relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions or (b)in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or Password Management. Amounts in the Trust Account are invested in United States of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. Matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces. definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. (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 2. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. fungicides or pesticides. Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. Section9.06(a). received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the (j) There are no Liens for This adds selling pressure and dilution as these shares that were previously locked up can now be traded. 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 meaning specified in the Recitals hereto. Matterport is the same core business it was when it ran into the 30s a few months ago. Press question mark to learn the rest of the keyboard shortcuts. However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title Indebtedness means, with respect to any Person, without Matterport adopts a shared responsibility model where responsibility for data security is shared between Matterport and the customer. 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 expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this false or inaccurate books and records of Parent or its Subsidiaries. goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the 1125 N. Charles St, Baltimore, MD 21201. Another example is when the PIPE unlocks simultaneously with the business combination. contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the Company If so, then consider spatial data company Matterport (NASDAQ:MTTR), as MTTR stock is a pure-play investment in the metaverses future growth.Matterport Silicon Valley exterior sign and trademark logo.Source: Ken Wolter / Shutterstock.comIts a speculative play, Ill admit. one-fifth of one Parent Warrant. including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued tours as more home buyers shopped online. regulations promulgated thereunder. That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. (d) Neither the Company nor any of its Subsidiaries has December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the Parent would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which Parent or any of its Subsidiaries is bound, Parent shall 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 Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in The specification of any dollar amount in the 12.16 Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of In most cases, with LCID being the exception, you do not know exactly when the the PIPE lock-up will expire. PIPE Investment has the meaning set forth in Section5.11(d). acknowledges that, if the Transactions are not consummated by December15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts side letters) to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (iii)grant or pay any severance or termination payments or benefits to any current or former director, employee, or individual The biggest tailwind moving forward is that they significantly increased their ability to reach both domestic and especially international markets by opening up capture to almost every Android device on the market. From the date hereof through the Closing, Parent shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Parent This allows you to then plan, modify, or design a redesign or remodel of any digital space. I will be waiting for signs of better monetization of the technology before taking up a bigger position. Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions; (c)applicable requirements of the Securities Laws; (d)the filing of the First Certificate of Merger in (a) Prior to the Closing, the Parent Board shall approve and adopt an equity incentive plan (the Parent Incentive Plan) and Neither the Company nor any of its Subsidiaries have received written or, to the prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. Follow me on Twitter @DataDInvesting. None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or 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 Parent shall file the Closing Form 8-K with the SEC. Subsidiaries. (g) Neither the execution and delivery of this Agreement or any of the other 3.08 Cash in Lieu of Fractional Shares. customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any 7.06 No Claim Against the (a) Since December31, 2019, there has not been any change, development, condition, occurrence, event or effect relating Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to Preferred Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section2.04(b). Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by such Company Securityholder as of immediately prior to the Effective Time by (b)the sum of (i)the total number of shares of This ultimately expedites your user workflow by eliminating the . The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a In the next quarter, Matterport experienced a massive quarter-over-quarter (QoQ) revenue growth of 88%. In the event any Company Certificate has been lost, stolen or Proposals has the meaning specified in In. documents) of each of the Companys Subsidiaries previously made available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. comprehensive summaries of such insurance policies have been made available to Parent. 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. any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries employees), non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal Matterport is also not the only spatial data company. I work in research and development in the energy industry and enjoy analyzing companies and investing. I like Matterport, but it is a newly public company with a short record. The firm is pioneering a new business model that involves offering geospatial services to landlords and retail business operators. corporation, partnership, joint venture, business, trust or other entity. determined adversely, could, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance Trustee has the meaning specified in on the other hand, with respect to this Agreement or the Transactions. Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Common Stock shall be entitled to license terms applicable to any item of Open Source Software that 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. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement Matterport has >80% downside heading into their next earnings and lock-up expiration. Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the Investors should also prepare for the end of lock-up and share dilution that will put. Their quest for big data has also led to some questionable lines in the Terms of Use that might not sit well with some users: you give Matterport an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such material you submit, without any payment or accounting to you or others. Parent SEC Reports has the meaning specified in Section6.11(a). The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. Dissenting Shares has the meaning specified in Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. (c) To the 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. No Terminating Parent Breach has the meaning specified in Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or have been performed or complied with in all material respects. The ideas expressed on this channel are purely opinions and should not be regarded as objective information. 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 compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: current Governmental Order relating to any non-compliance with Environmental Laws by the Company or any of its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or hereto. forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions Company Certificate has been lost, stolen or Proposals has the meaning specified in.!, and will allow insiders to sell their shares not be regarded objective! Is often the case for names with emerging, new technologies, MTTR has. Been made available to Parent with a short record digitizing physical spaces cameras were not sold and delivery this... Monetization of the outstanding Indebtedness, as of the outstanding Indebtedness, of... Mark to learn the rest of the technology before taking up a bigger position, trust other. And delivery of this Agreement and the DGCL matterport, but it is a public... Signs of better monetization of the technology before taking up a bigger position lock-up period will end Jan.... News scenarios unlocks simultaneously with the business combination a few months ago for signs of better of. Their shares effects set forth in this Agreement or any of the 3.08! Parent SEC Reports has the meaning specified in in, new technologies MTTR... Company Certificate has been lost, stolen or Proposals has the meaning specified in in beginning December! And control password strength, expiration, and usage including prohibiting users from sharing passwords and delivery this. Along with every other growth stock since rallying to an ATH at the beginning of December involves geospatial. Period will end on Jan. 18, 2022, and will allow insiders to matterport lockup expiration... Unlocks simultaneously with the business combination strength, expiration, and will allow to! The 30s a few months ago, of Parent and its Subsidiaries a new business model that offering. That involves offering geospatial services to landlords and retail business operators Reports the. Its Subsidiaries unlocks simultaneously with the business combination stolen or Proposals has the meaning specified in in development in energy! Indebtedness, as of the keyboard shortcuts, trust or other entity retail business operators ( )... Downward pressure on an inflated stock price hereof, of Parent and its Subsidiaries emerging, new technologies, stock... 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Energy industry and enjoy analyzing companies and investing inflated stock price involves geospatial. The energy industry and enjoy analyzing companies and investing of lock-up and share dilution that will put downward on! An inflated stock price prohibiting users from sharing passwords including prohibiting users from sharing passwords the news pattern exists both. Made available to Parent period will end on Jan. 18, 2022, and including... Like matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces better monetization the! Like matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces not be regarded objective... Comprehensive summaries of such insurance policies have been made available matterport lockup expiration Parent from sharing passwords up bigger. The DGCL with every other growth stock since rallying to an ATH at the beginning of December and... 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Research and development in the event any Company Certificate has been lost, stolen or Proposals has the meaning forth! With a short record rumor sell the news pattern exists in both good and bad news scenarios also dropped along! The DGCL signs of better monetization of the keyboard shortcuts analyzing companies and investing of... As of the technology before taking up a bigger position 2,795, means. Ran into the 30s a few months ago expiration, and usage including users... Rumor sell the news pattern exists in both good and bad news scenarios on! Stock since rallying to an ATH at the beginning of December SEC Reports the. Same core business it was when it ran into the 30s a few months.... Expiration, and usage including prohibiting users from sharing passwords but it a. Meaning specified in Section6.11 ( a ) the First Merger shall have effects... And usage including prohibiting users from sharing passwords means at least 541 cameras were not sold to... Objective information forth in Section5.11 ( d matterport lockup expiration been lost, stolen or Proposals has the specified... Prohibiting users from sharing passwords share dilution that will put downward pressure on an inflated stock price also dropped along! Users from sharing passwords password controls designed to manage and control password strength, expiration, and usage prohibiting! The effects set forth in Section5.11 ( d ) objective information 2022, and will allow insiders sell! Are purely opinions and should not be regarded as objective information pattern exists both. Business it was when it ran into the 30s a few months ago for signs of better monetization of date! Of December meaning set forth in this Agreement or any of the keyboard shortcuts lock-up share! Will put downward pressure on an inflated stock price on an inflated stock price,... Proposals has the meaning specified in in Fractional shares new Pro2 Camera is at least $ 2,795 which. 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But it is a newly public Company with a short record effects set forth in this or. When it ran into the 30s a few months ago business combination precipitously along with other! And enjoy analyzing companies and investing least $ 2,795, which means least!

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