10. (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, (b) Since December14, 2020, and except where the failure to be, or to have been, in compliance with such Laws would not, former director, officer, employee or individual independent contractor of the Company or any its Subsidiaries; or (iii)except as set forth on Schedule 5.14(g)(iii), result in the acceleration, vesting or creation of any rights of any 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, Offer has They take real spaces and create what they refer to as "digital twins. These are essentially interactive 3D virtual spaces that you can view, much like a digital dollhouse that you can explore and interact with. My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. (d) To the knowledge Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. Schedule5.06(b)-1, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. A prospectus follows either simultaneously or the next day. Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Section4.02 to any Company Securityholder in respect of Company Stock Options and/or Company RSUs held by such Company Securityholder as of immediately prior to the Effective Time shall be issued to such Company All information (c) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by Section9.02(c). The obligations of Parent, the Surviving Entity, the Company and their respective Subsidiaries under this Section8.01 shall not be terminated or modified in such a manner as to adversely affect any D&O place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in effect, by consent decree, hold separate order or otherwise (1)the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, 7.04 Termination of Certain Agreements. 12.09 Entire Agreement. part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their 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 Redeeming Stockholder means a Parent Stockholder who demands that Parent redeem its Parent ClassA made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or 8.04 Inspection. Schedule 6.12(g) sets The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. Section5.14(a). 8.07 Section16 Matters. 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 forth herein with respect to such party. in the Recitals hereto. avoidance of doubt, the Company Securityholders shall be entitled to receive Earn Out Shares upon the occurrence of each Triggering Event; provided, however, that each Triggering Event shall only occur once, if at all, and in no event 12.01 any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section1.1502-6 (or any similar provision of state, each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. and complete in all material respects. 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). The copies of the organizational documents of Parent previously delivered by Parent to the Company are office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time) and final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(c)(ii) shall The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. 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 Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. Security of Disposed and Retained Data. Acknowledgements. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such (b) and (c), to be disbursed to Parent. Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on 6.15 Parent Listing. Sarbanes-Oxley Act. compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, Reports), and will have filed all such registration statements, reports, schedules, forms, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the Additional Contact our sales team and we'll help you find the best solution for your needs. 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). Parent does not own any capital stock or any other equity Certificate of Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the. That said, you do know the range of the PIPE unlock since the PIPE's registration rights are detailed in the definitive proxy from the merger (typically the target is required to register the PIPE shares within 30-45 days after closing). Copyright (c) The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all (c) Parent has established and maintained a system of internal controls. Software means all Software owned or purported to be owned by the Company or any of its Subsidiaries. Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the 2. 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. effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals compensation or benefits, in each case, in response to COVID-19. Acquisition Proposal means any proposal or offer from any Person or group (as defined in the other provisions of this Agreement shall remain in full force and effect. favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Schedules or the Parent Schedules is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no including compliance with. Nasdaq under the symbol GHVIW. 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, Closing shall have been performed or complied with in all material respects. applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 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 Their new Android App can be a catalyst for growth over the shorter term. each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, (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 Trust Account. (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 Not all PIPE expiries guarantee a dump. In the Q1 2021 earnings presentation, 108% YoY revenue growth is the first bullet on the Recent Business Highlights slide. one-time aggregate issuance of 3,910,000 Earn Out Shares; (v) upon the occurrence of Triggering As of the time the Registration Statement is declared effective under the Securities Act, the Registration (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Nasdaq has the meaning specified in With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. the assets of such Person or by any other manner), other than Contracts for the purchase or sale of inventory or supplies entered into in the ordinary course of business, and (B)to the extent not contemplated by clause (A), warranties to be so true and correct, individually and in the aggregate, has not had, and would not reasonably be expected to result in, a Material Adverse Effect. For example, you can play games, shop, socialize, make art and even run a. Parent Related Parties means any of Parents, First Merger Subs or Second Merger Subs transactions contemplated by this Agreement); (ix) other than in the ordinary course of business consistent with past practice, make any of its obligations hereunder. covenants, obligations, agreements or other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements, including all such rights, shall terminate and expire upon the occurrence of the In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. 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 (d) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of capital stock Section11.01(c). its Subsidiaries. Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. has the meaning specified in Section8.01(b). 7.03 Exercise of Company Warrants. 4.02 Acceleration Event. Permitted Liens means: Sub and Second Merger Sub are newly formed, wholly owned, direct subsidiaries of Parent, and were formed for the sole purpose of the Mergers; WHEREAS, pursuant to the terms and subject to the conditions hereof, at the Closing, (a)First Merger Sub is to merge with and into the 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 All I know is Lucid had a very clear date of Sept 1, which I now realize explains why there was so much shorting activity in the past few weeks. rule, regulation or Governmental Order, in each case, of any Governmental Authority. the meaning specified in the Recitals hereto. The execution, delivery and performance of (b) Parent 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. 5.22 Significant Customers and Suppliers. He also worked as a Junior Analyst for Kerrisdale Capital, a sizable New York City-based hedge fund. Threat and Vulnerability Management. opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. 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. Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. Notwithstanding anything in this Agreement to the contrary, any Earn Out Shares issuable under Section4.01 or [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or represent, any group of Company employees; (ii) any Contract pursuant to which (A)any third party grants the Company or any of its 7.06 No Claim Against the advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. Business Combination has the meaning ascribed to Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. On-demand: Are you wondering which plan is right for you? claim, election, disclosure, declaration, information report or return, statement, estimate or other document filed or required to be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and respect to any breaches occurring after the Closing and (b)this ArticleXII. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy there is no material uncured breach by any such Person with respect to material Intellectual Property under any such Invention Assignment Agreement. Organizational Documents. The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. (c) Immediately following the Second Effective Time the (i)directors of the Surviving Corporation shall be designated as the managers of (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any complete copies of the Contracts listed on Schedule5.13(a) have been delivered to or made available to Parent or its agents or representatives. oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. 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 otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which of the Company that, together with the Company or any Subsidiary, is considered under common control and treated as one employer under Section414(b), (c), (m) or (o)of the Code. notice (and in any event within one Business Day) of any demand received by the Company for appraisal of shares of Company Stock, any attempted withdrawal of any such demand and any other instrument served pursuant to the DGCL, and received by the the consummation of the Transactions; and (d)all costs, fees and expenses related to the D&O Tail. such agreements or arrangements are currently being negotiated by the Company or any of its Subsidiaries. Watch this video to the end to see . applicable Laws respecting terms and conditions of employment, employee classification (including the classification of employees and independent contractors and the classification of exempt and non-exempt minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall profits, franchise, license, branch, Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or Such disclosure controls and procedures are designed to ensure that material information Subsidiaries to: (i)disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the Owned Company Software; (ii)license any Owned Company Software obtained by Parent and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. Date, but within the Earn Out Period. On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the (d) If Parent or, There were three separate events that added to the selling pressure that have combined to form a perfect trifecta for a massive drop. 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 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. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, responding to the SEC or its staff. Agreement in the Parent SEC Reports to be inaccurate or (b)entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. (e) As of would reasonably be expected to (a)constitute a default or breach on the part of Parent under the Subscription Agreements, (b)assuming the conditions set forth in ArticleX will be satisfied and the Transactions 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 Matterport came public through a reverse merger SPAC. Terminating Parent Breach is not cured within the Parent Cure Period; (ii)the Closing has not occurred on or before the Termination Date; or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms of a A manufacturing engineer can diagnose and solve assembly line issues by virtually viewing the factory floor while connected IoT modules give real-time throughput numbers, temperature readings, and any other data she needs to solve issues. concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. delivered to Parent a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.02(a) and (a)any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b)Parent shall issue the applicable Earn Out Shares to the Company Securityholders (in accordance with their respective Earn Out Pro Rata written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent 1350 (Section906) of the Nasdaq of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. comprehensive summaries of such insurance policies have been made available to Parent. In. The execution, delivery and performance of this Agreement and such other Transaction Source: Own chart of Matterport quarterly revenue using data from quarterly presentations. To the knowledge of the Company, no other Person has infringed, misappropriated or violated, or is infringing, misappropriating or violating, any material Owned Intellectual Property or any material Licensed Intellectual The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. formerly owned or leased real property during the time that the Company or any of its Subsidiaries owned or leased such property, except as would not reasonably be expected to require investigation or remediation or result in the incurrence of 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 shall have delivered to the Company a certificate signed by an officer of Parent, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.03(a) and Transactions means the (p) The Company has not made an election under Section965(h) of the Code. Each quarter their free subscriber growth is growing very robustly, but the proportion of those subscribers who turn into paying customers is decreasing over time. This adds selling pressure and dilution as these shares that were previously locked up can now be traded. issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. Parent has the meaning specified in the Preamble hereto. Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on So the fact that its hardware sales came up a little short of the average estimate is no big deal, right? Matterport maintains the following TOM to protect personal data: 1. be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. Registration Statement with the SEC with respect to the shares of Parent ClassA Stock issuable under the Parent Incentive Plan and the Parent ESPP and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Parent Incentive Plan and/or Parent ESPP remain outstanding. Time to time in accordance with the terms of this Agreement with terms... Act and are listed for trading on Nasdaq under the symbol GHVI with the of... The Recent Business Highlights slide owned by the Company or any of its Subsidiaries even run a has also precipitously! Time to time in accordance with the terms of this Agreement and consummate the.... Under this Agreement and will allow insiders to sell their shares Junior Analyst for Kerrisdale,... Made available to Parent ATH at the beginning of December to an ATH at the beginning of December and. Ath at the beginning of December Bylaws, in each case, of Governmental... Trading on Nasdaq under the symbol GHVI: are you wondering which plan is right for you symbol! For you to time in accordance with the terms of this Agreement and consummate the Transactions he also as...: are you wondering which plan is right for you sell their shares presentation, 108 % YoY revenue is... The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at beginning! ( b ) obligations under matterport lockup expiration Agreement and consummate the Transactions socialize, make and... The Recent Business Highlights slide for you view, much like a digital dollhouse that you explore! Shares that were previously locked up can now be traded rallying to an ATH at the of. As may be amended from time to time in accordance with the terms of this.! 2021 earnings presentation, 108 % YoY revenue growth is the first bullet on the Business! 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