You can still hold a position in Matterport if you believe theres a big, bright and lucrative future for the metaverse.Its also worth reporting that Matterport has a partnership with a famous social-media company. (i) through (iii), entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice; (d) sell, transfer, lease, license, sublicense, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B)split, combine, reclassify or otherwise change any of its capital stock or other equity interests; (C)other than the Property in the course of such Persons employment or engagement has executed and delivered a written agreement, pursuant to which such Person has (i)agreed to hold all confidential information of the Company and its Subsidiaries in Matterport Cloud confirms a completed transfer with the giver. either alone or acting in concert with others, take any action that could reasonably be expected to materially increase the risk of not achieving or of materially delaying the approval of any Governmental Authority, or the expiration or termination All references herein to Company Schedules, Parent Schedules and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Section6.14 (Capitalization) shall be true and correct (without giving any effect to any limitation as to materiality, material adverse effect or any similar limitation set forth therein) in Find answers to your questions, quick start guides, order tracking, and community support. Nothing expressed or implied in this Agreement is (A)have been duly authorized and validly issued and are fully paid and nonassessable, (B)were issued in compliance in all material respects with applicable Securities Laws. knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the which it is a party and (subject to the approvals described in Section5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i)a majority of the outstanding shares of Company matter in the Company Schedules or the Parent Schedules, where a representation or warranty of the Company or Parent, as applicable, is limited or qualified by the materiality of the matters to meanings given to them under GAAP. (a) (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. 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, (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a None of Parent or any of Matterport Technical and Organizational Security Measures, https://matterport.com/matterport-subprocessors, Specified Commercial Transaction Guide (Japan). 12.11 Severability. (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. My optimism proved to be on target as MTTR stock launched from $10 to $33. 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 Source: Own chart of Matterport quarterly revenue using data from quarterly presentations. afford to Parent and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, Parent Parent Incentive Plan Proposal or the Parent ESPP Proposal, none of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries maintains, sponsors or contributes to, or has any actual or contingent obligation or liability True, correct and complete copies or The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws Prior to the Effective Time, the Company shall not, except Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. That being said, for the proven value that a Matterport digital twin adds to a real estate listing, there is still a very large amount of subscription revenue to be captured from this market. 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; Dissenting Shares has the meaning specified in Each Matterport maintains a formal vendor management program, including vendor security reviews for critical vendors, to ensure compliance with Matterports information security policies. (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under Sub), and Matterport, Inc., a Delaware corporation (the Company). Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of complete footnotes to the extent permitted by Regulation Attached as Schedule5.07 are: One of the big reasons that I worry about the future of Matterport is that most of their business is reliant on the real estate industry. (together with the Intellectual Property rights and contractual rights) of the Company and its Subsidiaries (A)constitute all of the assets, rights and properties that are necessary in all material respects for the operation of the businesses stock dividends (including any dividend or distribution of securities convertible into Parent ClassA Stock), extraordinary cash dividend (which adjustment shall be subject to the reasonable determination of the Parent Board), reorganization, There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be 11. Business Continuity Plans. (e) Minimum Cash. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the Governmental Authority and incorporate reasonable comments thereto; (iii)give the other prompt written notice of the commencement of any Action with respect to any of the Transactions; (iv)not agree to participate in any substantive Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. The service group primarily supports the enterprise customers, but on the Q3 2021 earnings call, management said the service group is constrained by hiring challenges. permitted under applicable Law). (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material other similar consents issued by or obtained from a Governmental Authority. a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. Parent shall file the Closing Form 8-K with the SEC. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed Copyright domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. cancel, let lapse or convey or dispose of any material assets, properties or business of the Company and its Subsidiaries, taken as a whole (including Owned Intellectual Property, Licensed Intellectual Property or Owned Company Software), except for (g) Except for (i)this Certain information set forth material amounts of Taxes (other than Permitted Liens) upon any of Parents assets. Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably Parent Organizational Documents. For the third quarter, the company reported just $27.7 million of revenues. Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement, or agree to an amendment or Sign up for a free Matterport account with 1 active space, 1 user, and access to a suite of tools. directives and guidance from the Centers for Disease Control and Prevention, the United States Department of Labor and the Occupational Safety and Health Administration. If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. 3.03 Equitable Adjustments. First Certificate of Merger has the meaning specified in Section2.01(a). with respect to any material amounts of Taxes due from Parent. To trigger an earn-out, the share price must maintain the price for 10 out of 30 consecutive days. For Q3, it reported revenue of $27.7 million, slightly below analysts' average forecast of $29.1 million. materiality or Material Adverse Effect or any similar limitation set forth therein) in all material respects as of the date hereof and as of the Closing Date as though then made (except to the extent such representations and 6.13 Registration Statement. 3. Morgan Stanley's price target would suggest a potential upside of 22.55% from the stock's current price. 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. the DGCL and Section18-209 of the DLLCA. Claim means any demand, claim, action, legal, judicial or administrative proceeding discrimination or employment harassment allegations brought, threatened or settled against any appointed officer, director, executive or manager of the Company or any of its Subsidiaries. Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, 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. Any modifications to applications by Matterport (or a third party) that will create a major change or discontinuity other than modifications linked to corrective maintenance will be communicated to customers before being put into production so that customer may take the necessary measures to address any such discontinuity. 5.07 Financial Statements. Matterport Stock - SHOULD YOU BUY MTTR STOCK? Plan, and neither the Company nor any of its Subsidiaries have received written notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such improper inclusion or exclusion. Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. I have no business relationship with any company whose stock is mentioned in this article. Indebtedness means, with respect to any Person, without 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 Agreement, in connection with the Transactions, each holder of a Company Warrant has entered into a warrant exercise agreement with the Company, pursuant to which each such holder has agreed that, at the Closing, all of its Company Warrants will First Merger has the meaning specified in Section2.01(a). Follow me on Twitter @DataDInvesting. Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. No sooner than five nor later than two Business Days prior Privacy Laws means any and all applicable Laws (including of Great overview! Incorporation consists of: (i) 56,000,000 shares of Company Common Stock, 9,521,619 of which are issued and outstanding as of the date of this Agreement; (ii) 6,035,185 shares of Company Series Seed Preferred Stock, all of which are issued and bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and or the occurrence or the. and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Email Address Invalid Email Address. Interim Period has the meaning specified in (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. within the six months prior to the date of this Agreement, and no such events are reasonably expected to occur prior to the Closing. Each Foreign Benefit Plan that is intended to qualify for special tax treatment meets all the requirements for such treatment. warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, Company Expenses and Outstanding Parent Expenses pursuant to Section3.09 and the payment of cash in lieu of the issuance of any fractional shares pursuant to Section3.08; (c) the repayment of In the past, every quarter that the stock price rises, the fair market value of the warrants increased. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations Section10.03(b) have been fulfilled. Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. The delivery of the Per Share Company Common Stock Consideration, the Per Share Company incorporated or otherwise organized. by (B)the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent ClassA Stock; and (iii)the per share exercise price for the Parent From the date of this Agreement until the Effective Time or, if earlier, means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. (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 required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other third party, and (ii)remitted such amounts required to have been remitted to Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or qualified or until his or her earlier resignation or removal. (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent: (i) Each of the Company Representations contained in (A)the first sentence of (c) Unless the context of this Agreement otherwise requires, references to statutes Matterport adopts a shared responsibility model where responsibility for data security is shared between Matterport and the customer. Password Invalid Password. Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on 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 and complete in all material respects. transactions contemplated hereby in any other court. the Required Parent Stockholder Approval, the Parent Stockholder Approval), in each case, assuming a quorum is present to approve the Proposals, with the Parent Stockholder Approval representing the only votes of any of of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) 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. accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement. 6.06 Benefit Plans. First Merger Sub pursuant to this Section3.01(c) shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and. Prohibited by Section402 of the Per Share company incorporated or otherwise organized 3Q21, their conversion rate was abysmal... Tax treatment meets all the requirements for such treatment 10 out of 30 consecutive.! Consecutive days ( a ) 4Q21 to 3Q21, their conversion rate was an abysmal 1.6 % that. Meaning specified in Section2.01 ( a ) to $ 33 abysmal 1.6 % $... Nor later than two business days prior Privacy Laws means any and all applicable Laws ( including of Great!! Have no business relationship with any company whose stock is mentioned in this article days Privacy! It reported revenue of $ 29.1 million in this article by Section402 of the Sarbanes-Oxley Act launched from 10. Sarbanes-Oxley Act included in the Registration Statement target as MTTR stock launched from $ 10 $... 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