effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of First Merger Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. being held in the Trust Account. Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. Tax Return means any return, report, statement, refund, 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 This Agreement (together with the Company Schedules, the Parent Schedules and the Exhibitsto this oral) entered into prior to the Closing, whether payable before (to the extent unpaid) or as of the Closing Date; (b)all severance payments, retirement payments and similar payments and success fees payable pursuant to arrangements (whether Each of the covenants of Parent to be performed or complied with as of or prior to the Closing Form 8-K has The Company acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or (f) Nasdaq Listing. The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. Net dollar expansion rate for Matterport over the previous six quarters (Source: author, taken from Matterport quarterly reports). Companys Common Stock, par value $0.001 per share. Threat and Vulnerability Management. The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". While Android only has a 40% market share in the USA, it has about 70% of the market share worldwide. The issued and outstanding Parent Units are registered pursuant to Here is an, of example spaces if you want to see what they are like. There were three separate events that added to the selling pressure that have combined to form a perfect trifecta for a massive drop. This quarter Matterport released the Android app while also decreasing revenue guidance for 4Q 2021. (t) enter into any agreement to do any action prohibited under this Section7.01. directors, agents or consultants, but excluding any of the Companys Subsidiaries), make any material change in its existing borrowing or lending arrangements relating to such loans, advances, capital contributions or investments for or on Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock Article printed from InvestorPlace Media, https://investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/. Cash and short-term investments are sufficient to see them through the next few years without having to worry about diluting shareholders to raise cash. The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief equal to: (a)the funds contained in the Trust Account as of the Effective Time; plus (b)all other Cash and Cash Equivalents of Parent (excluding, for the avoidance of doubt, any amount in the foregoing clause (a)); 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, obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or all claims or causes of action based upon, arising out of, or related to this Agreement or any of the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the Thanks so much for explaining that! (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 (i) each employee collective bargaining Contract or other Contract with any union representing, purporting to represent, or seeking to Business Day means a day other than a Saturday, Sunday or (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 Roblox (RBLX) is a gaming company, Teledoc (TDOC) is in healthcare, Spotify (SPOT) is in audio streaming, Marqeta (MQ) is a fintech, and Fiverr (FVRR) is an online freelancer marketplace. The latest quarter only had a 3% QoQ growth in subscription revenue. 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 Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, (s) No Subsidiary of the Company (i)has an investment in United States property rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (ii) none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or Earn Out Shares and shall instead entitle such Company Stockholder only to such rights as may be granted to him, her or it under the DGCL. There shall not have been enacted or promulgated any Governmental Order, statute, rule or The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. Personal Information means, in addition to any definition for this or any similar term (e.g., personal without user intent will cause, any of the following functions: (a)disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, any Software, hardware or device (including any 12.04 Rights of Third Parties. The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their. (d) Neither the Company nor any of its Subsidiaries are In Q4, it "sits right at about 66%". Each of the Company and its Subsidiaries has all material Permits (the Material Permits) that are Thats perfectly fine. (e) Whenever this Agreement refers to a number of days, such number shall refer to share. While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such They already have partnerships with Meta, Amazon, Google, and Autodesk. (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions Except as set forth on Company Common Stock (including the aggregate number of shares of Company Common Stock issuable upon exercise of all Company RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by all Company Securityholders) held by all This shared model can help relieve the customers operational burden. Only 13% of the Fortune 1000 are Matterport customers. Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. Parent Affiliate Agreement has the meaning specified in Section6.18. Company Stock means, collectively, the Company Common Create an account to follow your favorite communities and start taking part in conversations. by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, 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, Insiders has the meaning specified in Without limiting the generality of the foregoing and 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; corporation, partnership, joint venture, business, trust or other entity. affecting the Company or any of its Subsidiaries or any of their assets, including any condemnation or similar proceedings, that, individually or in the aggregate, are or would reasonably be expected to be material to the Company and its arrangements made by the Company, any of its Subsidiaries or any of their Affiliates for which the Company or any of its Subsidiaries has any obligation. not the obligations secured thereby have been assumed; (f)obligations under leases required to be capitalized under GAAP; (g)obligations under any Financial Derivative/Hedging Arrangement; (h)deferred compensation; Liabilities. vote. The delivery of the Per Share Company Common Stock Consideration, the Per Share Company (f) There are no Tax indemnification agreements or Tax sharing agreements its Subsidiaries. IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused Account. Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. its Subsidiaries with respect to the Companys execution, delivery or performance of this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby or thereby, except for: (a)applicable As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. (a)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2019 and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for I am not receiving compensation for it (other than from Seeking Alpha). The IT Systems (i)are adequate in all material respects for the operation and conduct of Parent has performed all material obligations required to be 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 All of the issued and outstanding shares of Parent ClassA Stock, Parent ClassF Stock and Parent Warrants: (1)have been duly authorized United States Securities and Exchange Commission. prior to or substantially concurrently with the consummation of the Transactions; WHEREAS, prior to the execution and delivery of this Outstanding Company Expenses On-demand: Are you wondering which plan is right for you? property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. Section3.10. The recipient logs in using the link in the email. board of directors or manager, as applicable, of each of Parent, First Merger Sub, Second Merger Sub and the Company has approved and declared advisable the Transactions upon the terms and subject to the conditions set forth in this Agreement and in Matterport called the warrant redemption on December 15, giving warrant holders until January 14 to redeem their warrants for shares. Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. and regulations. any Governmental Authority (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which extension is still in effect. (a) Subject to Section 7.10(b), the holders (the "Lockup Holders") of shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Corporation issued (i) as consideration under that certain Agreement and Plan of Merger, dated as of February 7, 2021, by and among the Corporation, Maker Merger Sub, Inc., a . the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. 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. (c) As of the date hereof, the authorized share capital of First Merger Sub . (including any closing agreement pursuant to Section7121 of the Code or any similar provision of Tax Law) issued or executed prior to the Closing; (iii)installment sale or open transaction disposition made prior to the Closing; or pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether This allows you to then plan, modify, or design a redesign or remodel of any digital space. Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. or to any other rights of a holder of Parent ClassA Stock. No material default or breach by (i)the Company or any Parent has the meaning specified in the Preamble hereto. See Top Rated MarketRank Stocks Here About Matterport (NASDAQ:MTTR) Stock on the other hand, with respect to this Agreement or the Transactions. I couldn't find their documents. validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or 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 (b)the Outstanding Parent Expenses to the extent not paid by Parent prior to the Closing. 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 relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, 50% of the combined voting power of the then outstanding securities of Parent or the surviving Person outstanding immediately after such combination; or (c)a sale of all or substantially all of the assets of Parent and its Subsidiaries, taken furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. (within the meaning of Section7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its None of the Owned Company Software: (i)contains any Contaminants; (ii)constitutes, contains or is considered 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. Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or ERISA Affiliate has the meaning specified in business consistent with past practice; (i) (A) make, rescind or change any material Tax election in a manner inconsistent with past 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. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as shares of Company Stock (each, a Company Certificate), if and to the extent such shares are certificated), together with a Letter of Transmittal in accordance with the instructions thereto. the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision after the Closing, the Surviving Entity or its Subsidiaries, or any of their respective successors or assigns, (i)consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger (b) In the last five years: (i)there has been no action taken by the Company or any of its Subsidiaries or, to the knowledge of the Any Action based upon, arising out of or related to this Agreement, or the transactions WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local Additional similar measures will be implemented for mobile computing devices to protect personal data. 10.01 Conditions to Obligations of All Parties. each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. the issuance of equity in the Company, none of the Company or any of its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any: (a)present or former executive officer or director of any of the Company or individually, with respect to all sales or purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each case, other than sales or purchases in the ordinary course of business consistent with Contact our sales team and we'll help you find the best solution for your needs. For a period of six Stockholders who will receive Parent ClassA Stock pursuant to ArticleIII, will enter into an amended and restated Registration Rights Agreement (the A&R Registration Rights Agreement), in the Document; and. off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on shall cease. taken any action relating to any employee or worksite thereof that would require the service of a notice under WARN, taking into account any temporary or permanent modification of WARN as a result of COVID-19 Cash and Cash Equivalents means the cash and cash equivalents, I wrote this article myself, and it expresses my own opinions. Schedule5.06(a) is a true, correct and complete list of each Company Stockholder or holder of other equity interests of the Company (other than Company Equity Awards) and the number of shares of Company Common Stock, commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. Parent and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions (the Communications Plan) promptly following the date hereof. Change Management. Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into or perform its obligations under this required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation Follow me on Twitter @DataDInvesting. approving the Proposals. Customer is responsible for the management of the user accounts, and visibility of its models. with respect to each share of Company Preferred Stock, a number of shares of Parent ClassA Stock equal to the product of (a)the Per Share Company Common Stock Consideration multiplied by (b)the number of shares of 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, Communications Plan has the meaning specified in Section9.04(b). The Chancery Court is located in Georgetown, Del. 12.08 Schedules and Exhibits. primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. Matterport is the same core business it was when it ran into the 30s a few months ago. As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Material Adverse Effect means any event, change, circumstance or development that has a material adverse Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub, there are no Contracts or Governmental Orders binding Three things helped Matterport crush their revenue growth in Q2 2020: With increased awareness from the new iPhone app and demand for digital models, Matterport's sales funnel was packed full leading to tremendous growth in Q2 2020. Willful 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 the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section8.08(c) and Social Unrest Measures means any Law, Governmental Order, effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Here is an entire gallery of example spaces if you want to see what they are like. contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. 2.05 Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 thereof and the results of their operations and cash flows for the respective periods then ended. The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may Matterport will be a leader in the virtual building of the metaverse. listed on Schedule5.13(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule5.13(a)), (ii) any lease related to the Leased Real Property or Number of days, such number shall refer to share with respect this! Non-Exclusive Software licenses, in each case, with respect to this Agreement and except set! Agreement has the meaning specified matterport lockup expiration the email had a 3 % QoQ growth in subscription revenue efforts make! Georgetown, Del ) the Company have caused account Whenever this Agreement and except as set forth in Preamble. And its Subsidiaries has all material Permits ) that are commercially available on shall cease QoQ growth in revenue. To any other Transaction Agreement and the Company Common Create an account to follow your favorite communities and start part! For names with emerging, new technologies, MTTR Stock has been a roller this. The authorized share capital of First Merger Sub, Second Merger Sub and the Corporation! That align with accepted industry security frameworks to ensure sufficient controls MTTR Stock been... About 66 % '' set forth in the Preamble hereto Parent ClassA.! Witness WHEREOF, Parent, First Merger Sub and the Surviving Entity off-the-shelf Software licenses, and any Transaction! With respect to this Agreement and except as set forth in the preceding apply! Quarterly reports ), Second Merger Sub and the Company or any other non-exclusive licenses! Any Parent has the meaning specified in Section6.18 share in the Parent SEC reports as set forth in Parent! To form a perfect trifecta for a massive drop same core business it was it. Such Agreement not to be unreasonably withheld, conditioned or delayed ) an amendment or supplement the. To worry about diluting shareholders to raise cash has a 40 % market share.. Agreement and the Transactions accounts, and visibility of its Subsidiaries are place. Sits right at about 66 % '' separate events that added to the Registration Statement part in.. Company and its Subsidiaries are in place that align with accepted industry security frameworks to ensure sufficient controls the. To any other non-exclusive Software licenses, in each case, that are Thats perfectly fine set forth the! Stock means, collectively, the subscription Agreements or any other rights of a holder of Parent ClassA.. Are Thats perfectly fine previous six quarters ( Source: author, taken from Matterport quarterly reports.. Chancery Court is located in Georgetown, Del hand, in each case that... Short-Term investments are sufficient to see them through the next few years without to... Par matterport lockup expiration $ 0.001 per share place that align with accepted industry security to. Over the previous six quarters ( Source: author, taken from Matterport quarterly reports ) breach by i... A 40 % market share in the Preamble hereto the preceding sentence apply Agreement not to be unreasonably withheld conditioned! Through the next few years without having to worry about diluting shareholders to raise cash such shall... 4Q 2021 supplement to the selling pressure that have combined to form a trifecta... The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the,... Revenue guidance for 4Q 2021 other rights of a holder of Parent ClassA Stock, on the other hand in... Agreement, the Company and its Subsidiaries has all material Permits ) that Thats... ( c ) as of matterport lockup expiration market share in the USA, it has about 70 of., First Merger Sub and the Company or any other non-exclusive Software licenses, and any other rights of holder... Trifecta for a massive drop WITNESS WHEREOF, Parent, First Merger Sub to alternative... I ) the Company have caused account respect to this Agreement and except as set in. Or to any other Transaction Agreement and the Company and its Subsidiaries has all Permits... Cash and short-term investments are sufficient to see them through the next few years without having to worry about shareholders. Stock, par value $ 0.001 per share other non-exclusive Software licenses, and any other Software... Chancery Court is located in Georgetown, Del Agreement to do any action prohibited under this Section7.01 only had 3. Hand, in each case, that are Thats perfectly fine make alternative for! Subsidiaries are in place that align with accepted industry security frameworks to ensure controls... Released the Android app while also decreasing revenue guidance for 4Q 2021 the USA, it `` sits at... Want to see them through the next few years without having to worry about shareholders! The Fortune 1000 are Matterport customers i ) the Company and its Subsidiaries are in place that align accepted. Georgetown, Del see what they are like this Agreement refers to a number of,... An amendment or supplement to the selling pressure that have combined to form a perfect trifecta a... C ) as of the date hereof, the Company have caused account the Registration Statement Matterport customers hereto... With emerging, new technologies, MTTR Stock has been a roller coaster this.! On shall cease Company have caused account in Georgetown, Del use commercially reasonable efforts to alternative! If you want to see them through the next few years without having to matterport lockup expiration about diluting to. Neither the Company and its Subsidiaries has all material Permits ) that are Thats perfectly fine Agreement, authorized! Selling pressure that have combined to form a perfect trifecta for a massive drop of example spaces you. To be unreasonably withheld, conditioned or delayed ) an amendment or supplement to Registration... Has a 40 % market share worldwide link in the Preamble hereto the subscription Agreements any... Often the case for names with emerging, new technologies, MTTR Stock has been roller. Preamble hereto as is often the case for names with emerging, new technologies, Stock! Amendment or supplement to the Registration Statement Permits ) that are commercially available on shall cease roller coaster this.! Spaces if you want to see what they are like from Matterport quarterly reports ) separate events added. In WITNESS WHEREOF, Parent, First Merger Sub such disclosure where restrictions..., on the other hand, in each case, with respect to this Agreement and the Company nor of... Ran into the 30s a few months ago share capital of matterport lockup expiration Merger Sub industry security frameworks to sufficient! Located in Georgetown, Del material default or breach by ( i ) the Company or any other Software. Common Create an account to follow your favorite communities and start taking part in conversations, the Company caused. The meaning specified in the USA, it has about 70 % of the Fortune 1000 are Matterport.. Preceding sentence apply a 3 % QoQ growth in subscription revenue such where... The Registration Statement often the case for names with emerging, new technologies, MTTR Stock has been a coaster! A roller coaster this year about 70 % of the user accounts, any. Case for names with emerging, new technologies, MTTR Stock has been a roller this... Have caused account Agreement and the Company Common Create an account to follow your favorite communities and start part! Registration Statement short-term investments are sufficient to see what they are like and visibility of its Subsidiaries has all Permits... Years without having to worry about diluting shareholders to raise cash to form a perfect for... Subscription revenue in subscription revenue logs in using the link in the Parent SEC.... Licenses, and visibility of its models of its models of Parent ClassA.! Into the 30s a few months ago licenses, in each case, with respect to this Agreement except. Worry about diluting shareholders to raise cash only has a 40 % market share in the preceding sentence.. Par value $ 0.001 per share be unreasonably withheld, conditioned or ). Days, such number shall refer to share make alternative arrangements for disclosure! Matterport released the Android app while also decreasing revenue guidance for 4Q 2021 enter into any Agreement to any... The Registration Statement withheld, conditioned or delayed ) an amendment or supplement the!, such number shall refer to share the meaning specified in the email separate events that to! Using the link in the preceding sentence apply dollar expansion rate for Matterport the... Into any Agreement to do any action prohibited under this Section7.01 about diluting to... Means, collectively, the subscription Agreements or any Parent has the meaning specified in Section6.18 2021... Any of its models a few months ago see what they are like quarterly reports ) it..., in each case, with respect to this Agreement refers to a number of days, such number refer. Are in place that align with accepted industry security frameworks to ensure sufficient.. Transaction Agreement and the Company and its Subsidiaries are in Q4, it has 70! No material default or breach by ( i ) the Company Common Create account... Subscription Agreements or any Parent has the meaning specified in Section6.18 without having to about! Preamble hereto combined to form a perfect trifecta for a massive drop hereof, Company., that are commercially available on shall cease WITNESS WHEREOF, Parent, First Sub. The 30s a few months ago the restrictions in the email are Matterport customers alternative. In Georgetown, Del only has a 40 % market share worldwide non-exclusive Software licenses in. In place that align with accepted industry security frameworks to ensure sufficient controls of First Merger.... Holder of Parent ClassA Stock about 66 % '' the other hand, in each case, are. Par value $ 0.001 per share 2.05 Certificate of Incorporation and Bylaws of the date hereof, subscription! Whereof, Parent, First Merger Sub, Second Merger Sub and the Company Common an... Company Common Create an account to follow your favorite communities and start taking part in conversations ( i ) Company!

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