the valid termination of this Agreement in accordance with Section11.01, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, Something to keep in mind is the former CEO of Matterport filed suit in Delaware against the company claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares. payable before (to the extent unpaid) or as of the Closing Date; (b)any Indebtedness of Parent or its Subsidiaries owed to its Affiliates or stockholders; (c)any filing fees required under any Antitrust Law; and (d)any filing fees applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Subject to confidentiality obligations and similar restrictions that Continental means Continental Stock Transfer& Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no 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 Schedule5.23 and except for the Company Benefit Plans, Contracts by or among the Company and any of its Subsidiaries or, in the case of any employee, officer or director, any employment Contract or Contract with respect to meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such equity interests; (B)transactions between the Company and any of its wholly-owned Subsidiaries or between 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 WHEREAS, each of the parties intends that, for U.S. or Second Merger Sub. expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and 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 or any of its Subsidiaries any indication or threatened the Company or any of its Subsidiaries in writing or orally that it will take any action described in the preceding sentence as a result of the consummation of the Transactions. its Subsidiaries. Their new Android App can be a catalyst for growth over the shorter term. performed by it to-date under, and complied in all material respects with the terms of, the Trust Agreement, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. and rest periods/breaks, collective bargaining, civil rights, background checks and screenings, privacy laws, paid sick days and leave of absence entitlements and benefits (including the federal Emergency Paid Sick Leave Act and the federal Governmental Authority means any federal, state, provincial, municipal, local or foreign government, Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval They review details about the space and can accept the transfer. in a proceeding in equity or at law); (ii)neither Parent nor, to the knowledge of Parent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company 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 The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. Company Representations contained in Section5.21(a) (No Material Adverse Effect) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made. December15, 2020, between Parent and the Trustee (the Trust Agreement). foregoing (each of the foregoing, a Company Affiliate Agreement). which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions But Matterport is not only targeting real estate. 6.10 Brokers Fees. That was way below analysts average estimate of more than $29 million. disclosure or delivery of any source code included in the Owned Company Software to any Person; (iii)the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Owned Intellectual other equity interests in or debt securities of, the Company; and (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, including injunctive or other non-monetary relief; (xiii) any Contract with an executive officer of the Company or its Subsidiaries, or any Contract with any other employee or independent any breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, such that the conditions specified in Section10.03(a) or Section10.03(b) would Email Address Invalid Email Address. They take real spaces and create what they refer to as "digital twins." These are essentially interactive 3D. Sanctioned Person means at any time any Person: (a)listed on any sanctions-related list of designated 12.04 Rights of Third Parties. 8.02 Conduct of Parent During the Interim Parent Organizational Documents means the Certificate of They have a proven subscription base in the real estate industry and a lot of future verticals to capitalize on. (b) Upon the terms and Schedule 2.04(b). strict construction shall be applied against any party. Per Share Company Preferred Stock Consideration means, Effective Time has the meaning specified in The Company and its Subsidiaries have implemented and maintained Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. In Q4, it "sits right at about 66%". Please disable your ad-blocker and refresh. Company and the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub, none of the parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to 14. During the Interim Period, Parent shall not, and shall not permit Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. The Company and its described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, 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 Subsidiaries as Parent or its Representatives may reasonably request. the knowledge of the Company, any Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries is subject to any pending or outstanding order, settlement, consent order or other disposition of any dispute that 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%. C.F.R. Active contributors also get free access to SA Premium. Open the Matterport Capture app and go to the home screen Tap Select in the top right corner Tap the model or a number of models you would like to duplicate Tap Duplicate to create a copy of the selected model (s) You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Intellectual Property means all Intellectual Property (other than Owned Intellectual Property) used, practiced or held for use or practice by the Company or any of its Subsidiaries. and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions, which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive They can now link that data and optimize their building and factory and performance data to a digital twin management system. 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 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. this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the (a) Schedule 5.22(a) sets forth, in each case for the 12 months ended December31, 2020, each of the 10 largest (i)customers forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on May27, 2020 and (d)the Certificate of Amendment of the Certificate of Incorporation of the Company, filed set forth in ArticleV of this Agreement, as qualified by the Company Schedules. with respect to any material amounts of Taxes due from Parent. If it doesn't finish uploading automatically, tap Upload again to try to upload it manually. (b) Each Contract of a type required to be listed on Schedule6.16(a), whether or not set forth on amounts of Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens. such term in the Certificate of Incorporation. Person under any Tax allocation, Tax sharing or Tax indemnification agreements under which the Company or any of its Subsidiaries could be liable after the Closing Date for any Tax liability imposed on any Person other than the Company or any of its For companies trading at high revenue multiples, investors should expect to see high revenue growth. The Company further . Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. Outstanding Parent Expenses means: (a)all fees, is a party or by which any of its assets are bound. not be available if the Companys failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; (d) by written notice from either the Company or Parent to the other party, if the Required Parent Stockholder Approval is not obtained at the 5.04 No Conflict. reasonably be expected to have any material liability. Matterport is also not the only spatial data company. Any Action based upon, arising out of or related to this Agreement, or the transactions (e) On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the Agreement, at the Second Effective Time, by virtue of the Second Merger and without any action on the part of any party hereto, any Company Stockholder or any holder of any shares of capital stock or other equity interests of Parent, the Surviving Section10.02(b) have been fulfilled. Account. 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. 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. aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a in Section11.01(a). Parent side letters) to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (iii)grant or pay any severance or termination payments or benefits to any current or former director, employee, or individual This document is a high-level overview of Matterports TOMs. Intended Tax Treatment has the meaning specified in I work in research and development in the energy industry and enjoy analyzing companies and investing. Another example is when the PIPE unlocks simultaneously with the business combination. IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused Share), and the Company Securityholders shall be eligible to participate in such Change of Control. For the avoidance of doubt, the Parent and Merger Sub Representations are solely (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except Merger Sub has at all times during its existence been treated as a disregarded entity for federal and applicable state and local income Tax purposes and its assets are thereby treated for applicable income Tax purposes as owned by Parent, and no Schedule5.17, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission in connection with the transactions contemplated by this Agreement based upon 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. I usually take long positions if I choose to take a position, although I have been known to dabble in short term options occasionally. 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). Control that will result in the holders of Parent ClassA Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Parent required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. 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. 2023 Matterport, Inc. All rights reserved. D&O Indemnified past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of Parent ClassA Stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (as adjusted as appropriate to reflect any stock splits, reverse stock splits, off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on Key thing for everyone here: FOLLOW SEC FILINGS FOR SPACs/STOCKS you own. accordance with the terms of the Trust Agreement)), Parent shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices the Registration Statement filed in response thereto. (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, balance sheet as of December15, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Parent); (iii)that have arisen since (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement At the current price all the tranches could potentially trigger, representing 23.4 million new shares. Companys financial statements for external purposes in conformity with GAAP. any of its Affiliates or Representatives to, take, directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or Given the idiosyncrasies associated with each, I can understand why Spactrak does not publish a list. modification is contemplated. Except as set forth on Company has the meaning specified in the Preamble hereto. Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. DGCL has the meaning specified current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and Schedule6.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule6.16(a)), (B) any Parent Benefit Plan (or plan that would be a Parent 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 Holdings VI, Inc., a Delaware corporation (Parent), Maker Merger Sub, Inc., a Delaware corporation (First Merger Sub), Maker Merger Sub II, LLC, a Delaware limited liability company (Second Merger filed with the Secretary of the State of Delaware on April9, 2019, (b) the Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on April21, 2020, (c) the to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. cash, without interest, rounded down to the nearest cent, equal to the product of (a)the amount of the fractional share interest in a share of Parent ClassA Stock to which such Company Stockholder otherwise would have been To the knowledge of the Company, ruling. 11. Business Continuity Plans. Sign up for a free Matterport account with 1 active space, 1 user, and access to a suite of tools. Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). Disclosure: I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. If you have an ad-blocker enabled you may be blocked from proceeding. A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. Exhibit E. 9.08 A&R Registration Rights Agreement. may be applicable to information furnished to Parent or its Subsidiaries by third parties that may be in Parents or its Subsidiaries possession from time to time, and except for any information which in the opinion of legal counsel of (b) and (c), to be disbursed to Parent.