there is no material uncured breach by any such Person with respect to material Intellectual Property under any such Invention Assignment Agreement. material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement with any Governmental Authority with respect 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 To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. 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 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, Person means any individual, firm, corporation, This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any 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 While Android only has a 40% market share in the USA, it has about 70% of the market share worldwide. Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and obligations: (a)reflected or reserved for on the Financial Statements or disclosed in the notes thereto; (b)that have any of its Subsidiaries. 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). Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. Most Recent Financial Statements Date has the meaning specified withdrawal, termination, amendment or modification is contemplated, and, to the knowledge of Parent, as of the date of this Agreement none of the commitments contained in any Subscription Agreement has been withdrawn, terminated or rescinded by any (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to 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. 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. subject to preemptive rights and are held by Parent. accordance with their respective Earn Out Pro Rata Shares. (e) Subject to approval of the Proposals, the shares of Parent ClassA Stock to (a) Schedule 5.22(a) sets forth, in each case for the 12 months ended December31, 2020, each of the 10 largest (i)customers Per Share Company Common Stock Consideration means, with shares of Parent ClassA Stock in conjunction with a stockholder vote on the Business Combination). (ii)inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person; or (iii)challenging the ownership, use, validity or enforceability of any Owned Intellectual Property or Licensed The issued and outstanding Parent Units are registered pursuant to or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out ArticleVIII, or the obligations of the Company and Parent with respect to the notifications, filings, reaffirmations and applications described in Section9.05, which obligations shall control to First, total paid subscribers only went from 54k to 55k from Q321 to Q421. 8.10 Bylaws. 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 This would be specified in the definitive proxy / S-4. (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 representations letter in substantially the form attached hereto as Exhibit F, duly executed by each Company Stockholder that executes the Stockholder Written Consent. such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the 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 practice; (B)settle or compromise any material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement Neither the Company nor any of its Subsidiaries have received any written notice of (A)any 6.19 Parent Stockholders. executive officer and principal financial officer to material information required to be included in Parents periodic reports required under the Exchange Act. such shares of Company Stock, if and to the extent such shares are certificated), duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange development, circumstance or occurrence (but specifically excluding any Business Combination Proposal, any changes in capital markets or any declines or improvements in financial markets or the timing of any approval or clearance of any Governmental To trigger an earn-out, the share price must maintain the price for 10 out of 30 consecutive days. Triggering Event IV, Triggering Event V and Triggering Event VI. policies, programs, practices, arrangements or agreements. You must satisfy the following prerequisites to order a Floorplan: On-demand:Learn how to capture a great 3D scan with your iPhone or iPad. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent 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. Securities Laws means the securities laws of any state, federal or foreign entity and the rules and Each Foreign Benefit Plan that is intended to qualify for special tax treatment meets all the requirements for such treatment. result of any: (i)change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii)ruling by, or written agreement with, a Governmental Authority Subscription Agreement has the meaning specified in the Recitals hereto. WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local At the current price all the tranches could potentially trigger, representing 23.4 million new shares. Release has the meaning specified in Section9.03(c). The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual The type of cloud Services determines the amount of configuration work the customer must perform as part of its security responsibilities. with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in Common Share Price means the share price equal to the VWAP of Section5.14(e). There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be but perhaps Matterport was the same? States real property holding corporation within the meaning of Section897(c)(2) of the Code. In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Thanks so much for explaining that! the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all Company Board means the board of directors of the Company. to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or If so, then consider spatial data company Matterport (NASDAQ:MTTR), as MTTR stock is a pure-play investment in the metaverses future growth.Matterport Silicon Valley exterior sign and trademark logo.Source: Ken Wolter / Shutterstock.comIts a speculative play, Ill admit. Agreement as if fully set forth herein. other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b)the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions Investors have since rewarded Matterport with revenue multiple, but in the 5 quarters following Q2 2020, revenue has only grown a total of 13.9%. Parent shall be renamed "Matterport, Inc." and the shares of Parent Class A Stock shall trade publicly on the Nasdaq under a new ticker symbol selected by the Company. This ultimately expedites your user workflow by eliminating the . Matterport technology has almost unlimited use cases right now in the real world and in virtually every industry. Company in writing and specified in the First Certificate of Merger (the Effective Time). None of Parent or any of its Affiliates has taken any action in an attempt to terminate I would expect this growth to be constrained as management fights both supply chain and hiring issues. With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the 12.08 Schedules and Exhibits. Company Security means any share of Company Common Stock, share of Company Preferred To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. receive, the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion of such share But Matterport is not only targeting real estate. (the Trust Account) for the benefit of the Parents public stockholders, maintained by Continental, acting as trustee (the Trustee), pursuant to the Investment Management Trust Agreement, dated 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. 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 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 3.08 Cash in Lieu of Fractional Shares. ERISA and the Code, and all contributions (including all employer contributions and employee salary reduction contributions) required to be made under the terms of, or with respect to, any Company Benefit Plan have been timely made or, if not yet 12.06 Governing Law. 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. to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue earnings, cash flow or cash position (it being understood that the facts giving rise to such failure may be taken into With respect to material Intellectual Property under any such Person with respect to material Intellectual Property any! Year-Over-Year ( YoY ) growth has driven the market cap to over $ 5.5B Author Globe. 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