Requirement has the meaning specified in Section8.11. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on This unreasonably withheld, conditioned or delayed) in advance in writing by the Company. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. and complete in all material respects. Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except Act, the Sherman Act, the Clayton Act and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. 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. intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the letter has been obtained by the plan sponsor and is valid as to the adopting employer. 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 Each of Parent and the Company, for itself and its directors, members, partners, officers, employees in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Entity and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance (g) Except for (i)this set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, All rights reserved. likely to give rise to or result in, a Business Combination Proposal. products or businesses of the Company and (2)any other restrictions on the activities of the Company; provided, however, that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall Matterport Pro Cameras. 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. 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 Auditing and Logging. during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Sections251 and 103 of the DGCL and (b)as soon as practicable following the Effective Time, but in all events within two Business reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per 8.03 Trust foreseeable to the Parent Board as of the date of this Agreement (or the consequences of which were not reasonably foreseeable to the Parent Board as of the date hereof), and that becomes known to the Parent Board after the date of this Agreement. 8. Surviving Provisions has the meaning specified in Section11.02. You should not construe any such information as legal, tax, investment, financial, or other advice. Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . (d) Parent shall use reasonable best efforts to, as The Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the Second Certificate of (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other During the Interim Period, Parent shall not, and shall not permit Sub; (xiv) engage in any material new line of business; or. Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. Privacy by Design. 7.03 Exercise of Company Warrants. (B)11,350,000 Parent Warrants are issued and outstanding as of the date of this Agreement. SEC means the material Tax Returns required by Law to be filed by the Company or any of its Subsidiaries have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties, equity interests or assets with, Section262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration or the would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted It is great that they are seeing so much demand for their cameras that they cannot meet it and have an order backlog, but the resulting compounding losses will be a huge drain on both revenue and profits in 2022 if they cannot be addressed quickly. My long-term thesis is not built on their hardware sales, which also happens to be their lowest margin revenue, so this was not a large concern of mine. 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 Each of the covenants of Parent to be performed or complied with as of or prior to the Any Action based upon, arising out of or related to this Agreement, or the transactions The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. 7. (d)documentation relating to any of the foregoing, including user manuals and other training documentation. DLLCA has the meaning specified in the Recitals hereto. assets, and the Company understands that Parent has established the Trust Account for the benefit of Parents public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Except as disclosed in the Parent SEC Reports or the Parent Organizational Documents, there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any securities or equity interests of or to any other rights of a holder of Parent ClassA Stock. employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if 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 Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. Redeeming Stockholder means a Parent Stockholder who demands that Parent redeem its Parent ClassA I have no business relationship with any company whose stock is mentioned in this article. For example, you can play games, shop, socialize, make art and even run a. (d) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions 11.02 Effect of (a) The authorized capital stock of Parent consists of: (i)1,000,000 shares of Parent Preferred Stock, of party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. 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 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. Therefore, any downgrade happensafterthe current subscription term is finished. the Company or its Subsidiaries that are party thereto and, to the knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, is enforceable by the Company or its (c) Net Tangible Assets. Here is an, of example spaces if you want to see what they are like. I like Matterport, but it is a newly public company with a short record. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. and (ii)remitted such amounts required by Law to have been remitted to the appropriate Governmental Authority. Second Media Handling. Matterport has an executive team with the capability and vision to build the rails that move the physical world into the digital space. terms or conditions are rendered inoperative by the Transactions. RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of Agreement, the A&R Registration Rights Agreement, the Confidentiality Agreement, the Parent A&R Charter, the Parent A&R Bylaws, the Subscription Agreements and all the agreements, documents, instruments and certificates entered into in Section9.02(e). to the Registration Statement, such that the Registration Statement no longer contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of Offer has Shares available under the Company Stock Plan shall not be available on and after the Closing; provided, however, that shares shall remain issuable in respect of awards under the Company Stock Plan that are outstanding as of Except as set forth on Schedule 5.10(c)-2, the Company and its 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 Significant Customers has the meaning specified in 5.08 Undisclosed (b) Effective as of the (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each (xv) any Contract with a Governmental Authority. $0.0001 per share. 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