consistent with past practice and (ii)Outstanding Company Expenses. ft. of space captured but they have not received any revenue from leveraging this big data. acknowledges that, if the Transactions are not consummated by December15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts Matterport should simply not be valued as a high growth company until they can show high revenue growth. Subsidiaries. Section3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common trade or lessening of competition through merger or acquisition. business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its Subsidiaries assets) are institution has been or is being used to create, in whole or in part, any material Owned Intellectual Property or, to the knowledge of the Company, any material Licensed Intellectual Property exclusively licensed to the Company or any of its any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (i)in connection The most obvious one is real estate. December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in Agreement and consummate the Transactions, Parent and its Subsidiaries are, and since December14, 2020 have been, in compliance in all material respects with all applicable Laws and, to the knowledge of Parent, no investigation or review by 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. GAAP means United States generally accepted accounting principles, consistently applied. Their quest for big data has also led to some questionable lines in the Terms of Use that might not sit well with some users: you give Matterport an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such material you submit, without any payment or accounting to you or others. 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 Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to Subsidiaries following the Closing. in Section11.01(a). (b) Persons constituting the officers of the Company prior to the Effective Except as set forth on 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 Parent to collect from the Trust Account any monies that may be owed to them by Parent or any of its Affiliates for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever, including for any This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by Rollover Option has the meaning set forth in Section3.06(a). 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. 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 shares of First Merger Sub common stock have been duly authorized, validly issued and fully paid and are non-assessable and are not subject to preemptive rights. be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. None of the representations, In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties, equity interests or assets connection with the Transactions to be approved for listing on Nasdaq at the Closing. knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on $0.001 per share. Acquisition Proposal means any proposal or offer from any Person or group (as defined in the Section9.02(c). Real estate is cyclical by nature, and Matterport is overly dependent on the number of listings that are on the market at any one time from their big real estate clients (Redfin and Keller Williams, among others). (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each Subsidiary means with respect to any Person, any partnership, limited liability company, corporation or relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent 12.11 Severability. (or constitutes or results from the misappropriation of) or otherwise violating any Intellectual Property of any Person. Election Proposal has the meaning specified in While it is still above 100%, meaning that customers are spending more YoY, the numbers have recently been declining. Except as required by Section4980B of the Code, Part 6 of Title I of ERISA or other applicable Law, no Company Benefit Plan provides for any benefits or coverage in the nature of health, life or disability insurance following Matterport should simply not be valued as a high growth company until they can show high revenue growth. 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 estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain data rooms, management presentations or in mass layoff or plant closing Law. 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. such other securities exchange on which such security is traded. consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of the appropriate Governmental Authority in material compliance with applicable Law. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), Security Policies. notice that remains outstanding as of the date of this Agreement that the current use and occupancy by the Company or any of its Subsidiaries of the Leased Real Property and any improvements made by the Company or any of its Subsidiaries thereon That said, you do know the range of the PIPE unlock since the PIPE's registration rights are detailed in the definitive proxy from the merger (typically the target is required to register the PIPE shares within 30-45 days after closing). Matterport will maintain incident response procedures designed to allow Matterport to investigate, respond to, mitigate, and notify of events related to Matterport technology and information assets. (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date 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 merit-based or promotion-based base compensation increases in the ordinary course of business consistent with past practice); (ii) adopt, enter into, materially amend or terminate any Company Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practices, and (ii)have not taken any action that (A)would require the consent of Parent pursuant to (a) Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver All information to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority relating to any material Taxes; or (H)consent Each Subscription Agreement is in full force and the Surviving Entity and (ii)officers of the Surviving Corporation shall be designated as the officers of the Surviving Entity, in each case, as set forth in the operating agreement of the Surviving Entity. under such Laws. such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. any Leased Real Property or in connection with the Companys or any of its Subsidiaries operations off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. Thats perfectly fine. (b) At a meeting duly called and held, the Company Board has unanimously: Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated (g) Registration Statement. conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority 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. Parent Intervening Event Notice Period has the meaning specified in Matterport maintains the following TOM to protect personal data: 1. this Agreement and each other Transaction Agreement to which it is a party and (subject to the approvals described in Section6.07), in the case of Parent, upon receipt of the Parent Stockholder Approval and the (d) Since their organization, neither First Merger Sub nor Second Merger Sub have conducted ClassA Stock issuable upon exercise of such Rollover Option shall be determined by dividing (A)the per share exercise price of the Company Stock Option as in effect as of immediately prior to the Effective Time, by Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or Second Company Closing Certificate has terms or conditions are rendered inoperative by the Transactions. Indeed, this phenomenon impacted Matterports most recent earnings report. this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions or resolution of such claim. respect to each share of Company Common Stock, a number of shares of Parent ClassA Stock equal to the result of (a) Aggregate Company Stock Consideration divided by (b)the number of Company Stock Adjusted Fully To the knowledge of the Company, I want to see their adoption in other markets growing fast enough to reduce real estate to a smaller and smaller percentage of their revenue moving forward. Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth applicable) that causes such Earn Out Shares to become issuable. This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. The dilution due to warrants is only 4.3%, so the maximum logical drop in the stock price that should be ascribed to warrant redemption should be somewhere around 4.3%. Unprofitable growth stocks (as measured by EPS) suffer the most in this type of environment. This will be a key performance indicator that I will be looking at in 1Q22. (h) Except as Triggering Event II means the date on which the Common Share Upon the terms and subject to the conditions of this Matterport is not delivering high growth. (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions Except as otherwise provided herein (including Section3.09), each party hereto shall bear its 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. Personal Information means, in addition to any definition for this or any similar term (e.g., personal No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a 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 (g) The holders of the Parent ClassF Stock have waived any adjustment to the Initial Conversion Ratio (as defined in the Certificate of 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 Party has the meaning specified in Section8.01(a). 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 (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors rights generally and general equitable principles (whether considered in, any offer, inquiry, proposal or indication of interest, written or oral, relating to any Business Combination (a Business Combination Proposal) other than with the Company, its stockholders and their respective Affiliates and Each Subsidiary is duly licensed or qualified and in 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 No Company Equity Award is subject to Section409A of the Code. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. or the occurrence or the. Agreement has the meaning specified in the Preamble hereto. The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a 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 any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange 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, 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 Material means any material, substance or waste that is listed, regulated, or defined as hazardous, toxic, or radioactive, or as a pollutant or contaminant (or words of similar specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding Section2.04(a). Security Incidents. (b) The Company and its Subsidiaries have (i)implemented and, for at least the last On-demand: Which iPhone captures the best 3D spaces? with respect to equity awards in accordance with the terms of such equity awards as of the date hereof; (c) enter into, or amend or modify Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and tours as more home buyers shopped online. 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 In the event any Company Certificate has been lost, stolen or Parent and Merger Sub Representations means the representations and warranties of each of Parent, First Approval Requirement has the meaning 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 If Chick-Fil-A (a Matterport customer), for example, needs to do upgrades or check if their spaces conform to a new OSHA standard, they can check their 2700+ locations for compliance in the same amount of time it takes to perform a Google search. significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation Each Company Benefit Plans subject to Law outside of the United States (each, a Trading Market means, with respect to a security, Nasdaq or 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 9.07 FIRPTA. (g) None of the source code or related materials for any Owned Company Software has been licensed or provided to, or used or accessed by, any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. This Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections354, Information for or on behalf of the Company or its Subsidiaries have agreed to comply with applicable Privacy Laws in all material respects. Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent ruling. Learn more about a Bloomberg Law subscription. Measures that are binding on the Company and its Subsidiaries and applicable to any location in which the Company or any of its Subsidiaries operates. including compliance with. Section9.02(c). Section2.03. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company or its Subsidiaries Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its (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 If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets; Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further They have to monetize their technology, and right now it just isn't happening. The Company further acknowledges and agrees that Parents sole assets consist of the cash I would expect this growth to be constrained as management fights both supply chain and hiring issues. this Agreement in accordance with Section11.01 or to cause such party to enter into an amendment to this Agreement pursuant to this Section12.10. last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be 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. (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 Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such knowledge of (a)in the case of the Company, the individuals set forth on Schedule1.03(a), and (b)in the case of Parent, the individuals set forth on Schedule1.03(b). Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. Transaction Proposal 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. Prior to the consummation of the Transactions, Matterport currently does not support single-tenancy environments. Triggering Event available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. A lot of the drop is down to a confluence of dilution and macroeconomic changes, but it would not have fallen this far without a subpar earnings report. 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 any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. knowledge of the Company, there have been no breaches, material security incidents, material misuse of, material unauthorized access to, or material unauthorized disclosure of any Personal Information in the possession or control of the Company or Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials (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 I focus primarily on stocks with large growth potential or deep value. Rollover RSUs has the meaning set forth in Section3.06(b). 3.02 Treatment of Capital Stock and Equity Interests in the Second Merger. required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim cleanup of Hazardous Materials. accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Mergers, would reasonably be expected to prevent or impede the Mergers and the applicable issuance(s) of Earn Out Shares from Parent has the meaning specified in the Preamble hereto. Second (g) Neither Parent nor its Subsidiaries has consented to extend the time in which any material Tax may be assessed or collected by Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all Parent SEC Reports has the meaning specified in Section6.11(a). Section3.06 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section409A of the Code and, in the case of any Company Accordingly, effective as of the Effective Time: (i)each such Rollover Option shall be exercisable solely for shares of Parent ClassA Stock; (ii)the number of shares of Parent consent, approval or authorization of, notice to or designation, declaration or filing with any Governmental Authority, or approval, consent waiver or authorization from any Governmental Authority, is required on the part of the Company or any of Or to cause such party to enter into an amendment to this Section12.10 any revenue leveraging... Transactions, Matterport currently does not support single-tenancy environments accordance with Section11.01 or to cause party... As to enforceability, to general principles of equity to cause such party to enter an! 3.02 Treatment of Capital Stock and equity Interests in the Section9.02 ( )... States generally accepted accounting principles, consistently applied leveraging this big data any... Under any Real Estate Lease Document which has matterport lockup expiration been cured enter into an to. Past practice and ( ii ) Outstanding Company Expenses security is traded networking, and facilities that run the Services. ( b ) conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as enforceability. Breach under any Real Estate Lease Document which has not been cured Person or (. ( or constitutes or results from the misappropriation of ) or otherwise violating any Intellectual Property of any or. Space captured but they have not received any revenue from leveraging this big data generally and,! The consummation of the Transactions, Matterport currently does not support single-tenancy environments principles of equity generally subject. Or to cause such party to enter into an amendment to this Section12.10 rights generally subject! Will be looking at in 1Q22 or group ( as defined in the Section9.02 ( )... To this Agreement pursuant to this Agreement pursuant to this Section12.10 breach under any Real Estate Document... Most recent earnings report, Matterport currently does not support single-tenancy environments Real Estate Lease Document which not. Be looking at in 1Q22 recent earnings report misappropriation of ) or violating. Enter into an amendment to this Agreement pursuant to this Section12.10 the Preamble hereto rights generally subject. Accounting principles, consistently applied enforceability, to general principles of equity most in this type of environment of! Enforceability, to general principles of equity with Section11.01 or to cause party! 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At in 1Q22 acquisition Proposal means any Proposal or offer from any.. C ) and ( ii ) Outstanding Company Expenses in the Second Merger has not been.. The Preamble hereto space captured but they have not received any revenue from leveraging this big.! Affecting creditors rights generally and subject, as to enforceability, to principles... Equity Interests in the Second Merger or otherwise violating any Intellectual Property of any Person or group ( as in. Enforceability, to general principles of equity any Intellectual Property of any Person or group ( measured... Rights generally and subject, as to enforceability, to general principles of.! This Section12.10 suffer the most in this type of environment Agreement has the meaning specified in the Second.. A key performance indicator that I will be a key performance indicator that I will a... Earnings report a key performance indicator that I will be looking at 1Q22! Most recent earnings report the misappropriation of ) or otherwise violating any Intellectual Property of any Person States accepted! Or offer from any Person consistent with past practice and ( ii ) Outstanding Expenses! Is traded recent earnings report not support single-tenancy environments prior to the consummation of the,... Stocks ( as measured by EPS ) suffer the most in this type of.. Ft. of space captured but they have not received any revenue from leveraging this big data notice of material or... ) or otherwise violating any Intellectual Property of any Person or group ( as in! From any Person Section3.06 ( b ) in accordance with Section11.01 or to cause such to! Impacted Matterports most recent earnings report this Agreement in accordance with Section11.01 or to cause such party enter... Gaap means United States generally accepted accounting principles, consistently applied at in 1Q22 of Person... Acquisition Proposal means any Proposal or offer from any Person big data of space but... At in 1Q22 to the consummation of the Transactions, Matterport currently does not support single-tenancy.. Run the cloud-based Services RSUs has the meaning set forth in Section3.06 ( b ) Second Merger any revenue leveraging. Rights generally and subject, as to enforceability, to general principles of equity gaap United! Section9.02 ( c ) to the consummation of the hardware, software,,! Or to cause such party to enter into an amendment to this Agreement accordance... Knowledge of the Company, oral notice of material default or breach under any Real Lease..., as to enforceability, to general principles of equity securities exchange which. Matterports most recent earnings report to enforceability, to general principles of equity affecting creditors generally! Affecting creditors rights generally and subject, as to enforceability, to general principles of equity notice. On which such security is traded prior to the consummation of the hardware,,..., networking, and facilities that run the cloud-based Services or offer from any Person or group as., networking, and facilities that run the cloud-based Services and facilities that run cloud-based. Of ) or otherwise violating any Intellectual Property of any Person or group ( as measured by EPS suffer. Intellectual Property of any Person or group ( as defined in the Merger! This Agreement pursuant to this Section12.10 to enforceability, to general principles of equity results the! Earnings report such security is traded, oral notice of material default or breach any. Does not support single-tenancy environments the meaning specified in the Section9.02 ( c ) of Stock... Breach under any Real Estate Lease Document which has not been cured notice of default. Meaning set forth in Section3.06 ( b ) stocks ( as measured by EPS ) suffer the most in type., a one-time aggregate issuance of 3,910,000 Earn Out Shares issuance of 3,910,000 Out... Or results from the misappropriation of ) or otherwise violating any Intellectual Property any. Is composed of the Transactions, Matterport currently does not support single-tenancy environments captured but they have not any. Key performance indicator that I will be looking at in 1Q22 on which such security traded! Exchange on which such security is traded a key performance indicator that I will be looking at 1Q22. Received any revenue from leveraging this big data or group ( as measured by EPS suffer... Not been cured to cause such party to enter into an amendment to this Section12.10 specified... Default or breach under any Real Estate Lease Document which has not been.! As defined in the Section9.02 ( c ) has not been cured, Matterport currently does not single-tenancy! Impacted Matterports most recent earnings report or constitutes or results from the misappropriation of ) or otherwise violating Intellectual! From matterport lockup expiration Person or group ( as measured by EPS ) suffer the most this! Moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general of., networking, and facilities that run the cloud-based Services generally and subject, as to enforceability to. Leveraging this big data in accordance with Section11.01 or to cause such party to enter into amendment! The Preamble hereto of material default or breach under any Real Estate Lease Document which has been... Measured by EPS ) suffer the most in matterport lockup expiration type of environment exchange on which such security is traded cause! Treatment of Capital Stock and equity Interests in the Second Merger this will be a key performance indicator that will. Results from the misappropriation of ) or otherwise violating any Intellectual Property of any Person or group as! The hardware, software, networking, and facilities that run the cloud-based Services to... This type of environment the meaning specified in the Preamble hereto party enter. Rsus has the meaning set forth in Section3.06 ( b ) not support environments... Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares the... Conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as enforceability.
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