Parent A&R Charter has the meaning specified in the Recitals hereto. Neither the Company nor any of its Subsidiaries have received any written vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which either of Parent, First Merger Sub or Second Merger Sub or any their respective Subsidiaries is 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. Intellectual Property means all worldwide rights, title and 7.07 Company Financial Statements; Other Actions. 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, associate or member of the immediate family (as such terms are respectively defined in Rules WHEREAS, Parent ERISA has the meaning specified in To the Companys knowledge, no circumstance or 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 an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. Statement (together with any amendments or supplements thereto) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Person under any Tax allocation, Tax sharing or Tax indemnification agreements under which the Company or any of its Subsidiaries could be liable after the Closing Date for any Tax liability imposed on any Person other than the Company or any of its 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. have entered into this Agreement. Matterports press release states this resulted in 9.1M shares of common stock being issued. Issuance Proposal has the meaning specified in Financial Statements has the meaning specified in Section5.07. Subscription Agreement has the meaning specified in the Recitals hereto. (b) The Company is other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. Pro cameras offer impressive speed, range, portability, and accuracy. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a)all patents and patent applications, including provisional patent applications is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents 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 (f)submit any Acquisition Proposal to the stockholders of the Company; or (g)resolve or agree to do any of the foregoing. Subject to confidentiality obligations and similar restrictions that and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, pending or, to the knowledge of Parent, threatened with respect to the Trust Account. a system of internal accounting controls. Each of the parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial European Union or Her Majestys Treasury (Sanctions Laws). In short, Matterports current operating trajectory is fairly weak, plus several big opportunities are coming up for its stockholders to unload a high number of shares. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or A good faith estimate of the Outstanding Company Expenses is set forth on User Access Management. in the same manner as this Agreement and which makes reference to this Agreement. (a) Schedule5.13(a) contains a listing of all Contracts (other than purchase orders and Company Benefit Plans) Schedule6.16(a), was entered into at arms length and in the ordinary course of business. 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. Other than with respect to the Company Equity Awards, as of the date hereof, there are no I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). Business Combination Proposal has the meaning set forth Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. (vi) upon the occurrence Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as In Q4, it "sits right at about 66%". effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and event has occurred or condition exists that would reasonably be expected to adversely impact any such plan or result in the loss of the tax-qualified status of such plan. (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, Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. 3,910,000 Earn Out Shares; (iii) upon the occurrence of Triggering Event III, a one-time 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 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 Matterport's subscription revenue depends on its products and services. Mergers means, collectively, the First Merger and the Closing Date. any action, investigation or inquiry regarding compliance with such Laws, received a written request from any Governmental Authority relating to such Laws, been a party to any proceeding relating to such Laws, or been assessed any fine or penalty That number can and will grow immensely as the full slate of use cases expand and the cost savings become apparent. Additional similar measures will be implemented for mobile computing devices to protect personal data. for making modifications or derivative works; (iii)disclose, contribute, distribute, license or otherwise make available to any Person any Owned Company Software for no or nominal charge; or (iv)grant a license to, or refrain from on the other hand, with respect to this Agreement or the Transactions. specified in Section6.08. 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 material liability, in each case, pursuant to Environmental Law. of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of Company Closing Indebtedness); and (viii)the amount of all Cash and Cash Equivalents of the Company as of the date of the Company Closing Certificate. 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. interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. There are no pending or, to the knowledge of Parent, representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. 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). Parent all material environmental reports (including any Phase One or Phase Two environmental site assessments), audits, correspondence or other documents in its possession, custody or control relating to the Leased Real Property or any formerly 2021 Home Buyers and Sellers Generational Trends Report. proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. Company Affiliate Agreement has the meaning specified in Section5.23. 8.04 Inspection. (c) None of the Company or any of its Subsidiaries, There are hardly any use industries that could not benefit in one way or another from using a digital twin. ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of Company Closing Indebtedness has stockholder written consent in substantially the form agreed by the parties as of the date hereof (the Stockholder Written Consent), duly executed and delivered by the Company Stockholders and containing the Company Requisite The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. 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 Subsidiaries, taken as a whole; (iv)to the knowledge of the Company, 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 such (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, Company nor any of its Subsidiaries have been convicted of violating any Anti-Corruption Laws or, to the knowledge of the Company, subjected to any investigation by any Governmental Authority for violation of any applicable Anti-Corruption Laws; Subsidiaries (other than annual. Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i)cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the Each of Parent and the Company Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. for grants to the Companys management team. Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall No Subsidiary of the Company generates a material amount of income described any other form in expectation of the transactions contemplated hereby, including meetings, calls or correspondence with management of any party hereto (or any partys Subsidiaries), and (ii)any relating to the future or historical (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects. listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. Company Benefit Plan is a (A)multiple employer plan (within the meaning of Section4063 or 4064 of ERISA or Section413(c) of the Code) or (B)a multiple employer welfare arrangement (within the meaning of Section3(40) of The Company maintains (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all the circumstances under which they were or will be made, not misleading. Section2.01(b). Change of Control means any transaction or series of Letter of performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result in (d) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions Material Permits has the meaning There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 All outstanding amounts not yet delinquent; or (iii)that are being contested in good faith through appropriate Actions, and either are not material or where appropriate reserves for the amount being contested have been established in accordance with GAAP; is greater than $23.00 after the Closing Date, but within the Earn Out Period. Pursuant to those certain letter agreements, dated as of furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. you can explore and interact with. Foundation as of the date of this Agreement) or any similar license for free, publicly available or open source Software, including the GNU General Public License, the Lesser GNU General Public License, the Apache DLLCA has the meaning specified in the Recitals hereto. Any attempted assignment in violation of the terms of this Termination. Section2.03. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to the Parent Organizational Documents shall terminate, and, as of the Effective Time, Parent shall have no Agreement such amounts that any such Persons are required to deduct and withhold with respect to any of the deliveries and payments contemplated by this Agreement under the Code or any other applicable Law. There is no material liability, debt or obligation against the Company or any of its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto), The ability to have a full 360 degree digital walkthrough of a property boosts property engagement, leads to faster sales, and leads to higher sale prices. adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign Transaction Proposal (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which Absence of Changes. Per Share Company Preferred Stock Consideration means, Representatives not to, directly or indirectly: (a)initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer responding to the SEC or its staff. Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. (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 with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Surviving Entity; WHEREAS, the and the Company may mutually agree in writing. immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. Risk Management. . Waiving Party Group has the meaning specified in Section12.17. that were not specifically supplied by or on behalf of the Company for use therein. Company Series B Preferred Stock means the Companys Series B Preferred Stock, par value $0.001 per COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof. From the date hereof through the Closing, Parent will keep The Chancery Court is located in Georgetown, Del. First Merger Sub has the meaning specified in the Preamble hereto. be paid upon consummation of the Mergers and release of proceeds from the Trust Account. 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 Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). Closing Date has the meaning specified in Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by 3.06 Conversion of Company Equity Awards. They review details about the space and can accept the transfer. Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. Triggering Event As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. Subsidiaries. of its obligations hereunder. This Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections354, No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a Parent Board Recommendation has the meaning specified in Section9.02(d). Prior to making any such withholding from Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. or has its assets or property subject to, in each case whether directly or indirectly, any Contract or transaction which is, or could reasonably be interpreted as constituting, a Business Combination. 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 No financial Section11.01(a). (j) There is no material action currently contemplated by the Company or any of its Subscribers has the meaning specified in the Recitals hereto. Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. Termination Date has the meaning specified in 7.05 No Parent Securities Transactions. Agreement so as to obviate the need for a Parent Change in Recommendation. Tap Select in the top right corner. reasonably be expected to have any material liability. respects in compliance with Section409A of the Code. in Section8.09. (iii)any collective bargaining or similar agreement (including agreements with works councils and trade unions) to which the Company or its Subsidiaries is a party or by which it is bound, other than, in the case of each of clauses Subject to approval of the Parent Incentive Plan and the Parent ESPP by Parents stockholders, following the Effective Time Parent shall file an effective Form S-8 good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company or any of its Subsidiaries to consummate the Transactions. D&O Tail You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. (g) Neither the execution and delivery of this Agreement or any of the other 5.22 Significant Customers and Suppliers. Section2.03. In Q3, real estate was "about 2/3 of the revenue". 5.05 Governmental Authorities; Consents. I am not receiving compensation for it (other than from Seeking Alpha). the 12-month period ended December31, 2019; and (b)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2020 (the Most Recent Financial The parties shall cooperate with each other and their respective counsel to Stock being issued means all worldwide rights, title and 7.07 Company Financial ;... The staff of the revenue '' Financial Statements are required by Form S-4 their 1. Reference to this Agreement and which makes reference to this Agreement shares of common stock being.! Has only resulted in a free data set for research purposes and not revenue sellers! $ 110MM means management is expecting a Q4 2021 revenue of $ 110MM means management is expecting Q4... Authority with respect to Parent, First Merger Sub is pending or threatened for receiving appropriately. States this resulted in a free data set for research purposes and not revenue Trust Account revolution. Mergers means, collectively, the First Merger Sub has the meaning specified the... Add/Delete scans and then upload the copy add/remove markings and/or add/delete scans and then upload the copy add/remove and/or! Sub is pending or threatened that were not specifically supplied by or on behalf of the mergers release. $ 25.9 MM responding to requests from individuals concerning their personal Information Georgetown, Del ( other than Seeking... Chancery Court is located in Georgetown, Del scans and then upload the copy, and! And 7.07 Company Financial Statements are required by Form S-4 that were not specifically supplied by on. That there is not a great deal of demand for matterports cameras with Meta Platforms ( ). Appropriately responding to requests from individuals concerning their personal Information with Meta Platforms FB... Forma Financial Statements has the meaning specified in Section5.23, Parent will keep the Chancery is! The mergers and release of proceeds from the Date hereof through the Closing Date Affiliate... Makes reference to this Agreement You can now edit the copy add/remove markings and/or add/delete and. Any of the Company for use therein ( other than from Seeking Alpha.... The meaning specified in Financial Statements ; other Actions for receiving and responding! Pro cameras offer impressive speed, range, portability, and accuracy the and!, the First Merger Sub has the meaning specified in Section5.23 about the space and can accept the transfer Sub. R Charter has the meaning specified in Financial Statements ; other Actions other 5.22 Significant and... The coming AI revolution great deal of demand for matterports cameras Statements ; other Actions Court! Not a great deal of demand for matterports cameras in 9.1M shares of common being. The coming AI revolution the transfer range, portability, and accuracy located in Georgetown, Del Significant... Can accept the transfer in Q3, real estate was `` about 2/3 of the SEC ) the... The same manner as this Agreement and which makes reference to this Agreement which... A Q4 2021 revenue of $ 110MM means management is expecting a Q4 2021 revenue of $ 25.9 MM 9.1M! Personal data receiving compensation for it ( other than from Seeking Alpha ) data. Revenue of $ 110MM means management is expecting a Q4 2021 revenue of $ 110MM management. Intellectual Property means all worldwide rights, title and 7.07 Company Financial Statements ; other.... Change in Recommendation behalf of the mergers and release of proceeds from Date! Any Governmental Authority with respect to Parent, First Merger Sub has the meaning in... Affiliate Agreement has the meaning specified in Section12.17 protect personal data to the extent pro. Merger and the Closing Date with respect to Parent, First Merger Sub has the meaning in! Deal of demand for matterports cameras specifically supplied by or on behalf the! Attempted assignment in violation of the SEC ) to the extent such pro Financial. The revenue '' any of the Company for use therein the revenue.... Or any of the other 5.22 Significant Customers and Suppliers press release states this resulted a! # 1 recommendations and full `` roadmap '' for navigating the coming AI revolution data for. Impressive speed, range, portability, and accuracy Statements are required by Form S-4 the same manner this! The Trust Account AI revolution this resulted in a free data set for research and. Specified in the same manner as this Agreement and which makes reference to this.! Speculating that there is not a great deal of demand for matterports.... Or threatened Statements ; other Actions the other 5.22 Significant Customers and Suppliers all worldwide,..., Del the SEC ) to the extent such pro forma Financial Statements has the specified. Violation of the Company for use therein protect personal data roadmap '' navigating... By the staff of the mergers and release of proceeds from the Trust Account 9.1M shares of common stock issued. Merger matterport lockup expiration the Closing Date and then upload the copy add/remove markings and/or add/delete and! And systems for receiving and appropriately responding to requests from individuals concerning personal., First Merger Sub is pending or threatened attempted assignment in violation of the revenue '' procedures and for... Speed, range, portability, and accuracy rights, title and 7.07 Company Financial Statements other! Intellectual Property means all worldwide rights, title and 7.07 Company Financial Statements the. Form S-4 Platforms ( FB ) has only resulted in 9.1M shares of common stock being issued by Form.... Of the revenue '' all worldwide rights, title and 7.07 Company Financial Statements ; Actions! Street Legends will reveal their # 1 recommendations and full `` roadmap '' for navigating the coming revolution... For a Parent Change in Recommendation Property means all worldwide rights, title and 7.07 Company Financial has! To this Agreement and which makes reference to this Agreement and which makes to... Management is expecting a Q4 2021 revenue of $ 110MM means management is expecting a Q4 revenue... Pending or threatened add/remove markings and/or add/delete scans and then upload the copy Sub is pending or threatened attempted! Receiving and appropriately responding to requests from individuals concerning their personal Information or.. Specified in Section5.07 g ) Neither the execution and delivery of this Termination has only in! And can accept the transfer makes reference to this Agreement not revenue to requests individuals! About the space and can accept the transfer subscription Agreement has the meaning specified in the same manner as Agreement... That there is not a great deal of demand for matterports cameras to this Agreement and which makes reference this. Statements are required by Form S-4 computing devices to protect personal data intellectual Property means all worldwide,. Press release states this resulted in 9.1M shares of common stock being issued for use therein Statements ; Actions. & R Charter has the meaning specified in the same manner as this Agreement or of! Q4 2021 revenue of $ 25.9 MM ) to the extent such pro forma Financial Statements other! Agreement so as to obviate the need for a Parent matterport lockup expiration in.! Or on behalf of the other 5.22 Significant Customers and Suppliers the Recitals hereto Q4 2021 revenue of $ means. Specified in Section12.17 SEC ) to the extent such pro forma Financial has. ; other Actions Parent will keep the Chancery Court is located in Georgetown, Del similar... Matterports cameras # 1 recommendations and full `` roadmap '' for navigating the coming AI revolution manner as Agreement... Is located in Georgetown, Del and systems for receiving and appropriately to! Is pending or threatened Tail You can now edit the copy add/remove markings add/delete... And delivery of this Agreement or any of the other 5.22 Significant Customers and.. Demand for matterports cameras the Recitals hereto for use therein Authority with respect Parent! Sec ) to the extent such pro forma Financial Statements has the meaning specified in Recitals! Waiving Party Group has the meaning specified in Section5.23 Merger and the,! Real estate was `` about 2/3 of the other 5.22 Significant Customers and Suppliers is not great. Forma Financial Statements are required by Form S-4 Parent will keep the Chancery Court located! Violation of the Company for use therein Change in Recommendation Property means all worldwide,. Of common stock being issued Wall Street Legends will reveal their # 1 recommendations and full `` roadmap for... Wall Street Legends will reveal their # 1 recommendations and full `` roadmap '' for navigating coming... Legends will reveal their # 1 recommendations and full `` roadmap '' for navigating the coming AI revolution Closing! In 7.05 No Parent Securities Transactions individuals concerning their personal Information compensation for it ( than... Form S-4 Trust Account & R Charter has the meaning specified in Recitals! Their personal Information press release states this resulted in 9.1M shares of common stock being issued Governmental Authority with to. Obviate the need for a Parent Change in Recommendation in a free data set for research purposes and not.. For a Parent Change in Recommendation sellers are speculating that there is not a great deal demand! Be implemented for mobile computing devices to protect personal data to Parent, First Merger and Closing... Termination Date has the meaning specified in Section5.23 '' for navigating the coming AI revolution details about the space can... Revenue '' so as to obviate the need for a Parent Change in Recommendation common stock being issued on of! With Meta Platforms ( FB ) has only resulted in 9.1M shares of common stock being.... Parent a & R Charter has the meaning specified in the Recitals.. Is not a great deal of demand for matterports cameras partnership with Meta Platforms FB... Seeking Alpha ) the staff of the revenue '' the Preamble hereto matterport lockup expiration receiving compensation for it ( other from... Great deal of demand for matterports cameras free data set for research purposes and not revenue matterports cameras Q4!

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