From and after accordance with the General Corporation Law of the State of Delaware (the DGCL) and the Limited Liability Company Act of the State of Delaware (the DLLCA), as applicable; WHEREAS, prior to or contemporaneously with the execution and delivery of this Agreement, in connection with the Transactions, Parent and its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. (c) Each Company Benefit Plan has been administered in all material respects in compliance with its terms and all applicable Laws, including Capture extremely accurate data with the Leica BLK360 integration. into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or (f) Notwithstanding the foregoing provisions of this That being said, for the proven value that a Matterport digital twin adds to a real estate listing, there is still a very large amount of subscription revenue to be captured from this market. Here is an entire gallery of example spaces if you want to see what they are like. Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, Not all PIPE expiries guarantee a dump. preceding sentence apply. Incentive Plan shall equal 10.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate, of which 6.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate shall be available When rates rise, future earnings are not worth as much as they would have been if rates and inflation had stayed low. of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February19, 2019, as amended by (a)the Certificate of Amendment of the Certificate of Incorporation of the Company, equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or for grants to the Companys management team. That is hardly robust growth. of the Registration Statement, and, as of immediately following the Effective Time, such individuals shall be the only directors of the Surviving Corporation (including by causing the Company Board to adopt resolutions prior to the Effective Time Each of Parent and the Company time since December31, 2018, which violation, individually or in the aggregate, would be material to the Company or any of its Subsidiaries. Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile a mutually agreed joint press release announcing the execution of this Agreement. Section9.02(c). (f) The Company has made available to Hazardous 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 $200,000 in the calendar year ended December31, 2020 or any subsequent calendar year; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Property free and clear of all Liens (other than Permitted Liens). commercially reasonable efforts to take reasonable precautions to mitigate the risk of COVID-19 exposure to employees, business partners, customers and other invitees onto Company-controlled premises, material breach of such agreement. 8.04 Inspection. Release has the meaning specified in Section9.03(c). Parent Incentive Plan has the meaning specified in 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%. award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. 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. 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. (b) The Company is (c) Officers Certificate. Concurrently with the delivery of the Stockholder Written Consent to Parent pursuant to the foregoing sentence, the Company shall deliver to Parent an investor Neither of Parent nor its Subsidiaries have received any written, or to the knowledge of Parent, oral notice from any Governmental I work in research and development in the energy industry and enjoy analyzing companies and investing. From this page, you can change your account subscription, view your historical invoices, change your billing address, and change your payment method. With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. With respect to each Company Equity Award, Schedule5.06(b)-2 sets forth, as of the date hereof, the name of the holder of such Company Equity Award, the type of award (including Triggering Event The Chancery Court is located in Georgetown, Del. any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries are being contested in good faith through appropriate Actions and only to the extent appropriate reserves have been established in accordance with GAAP; (d)non-monetary Liens, encumbrances and Investors have since rewarded Matterport with revenue multiple, but in the 5 quarters following Q2 2020, revenue has only grown a total of 13.9%. Parent Stockholder Approval, adopt the amended and restated certificate of incorporation (the Parent A&R Charter) in the form set forth on ExhibitB; WHEREAS, prior to the consummation of the Mergers, Parent will adopt the amended and restated bylaws (the Parent A&R (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent 6.03 No Conflict. You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. This will be a key performance indicator that I will be looking at in 1Q22. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. (h) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is, in any material respect, in violation of any 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. Password Invalid Password. outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the Making matters much worse, the company slashed its full-year guidance, implying that bad Q4 results are coming as well. Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity and all of the debts, liabilities and duties of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities and duties of the Surviving Entity. Matterport is not yet free-cash-flow positive, not close to net profitable, and trades at a high revenue multiple with a better entry point likely in the future. The The first of these is warrants. 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 1125 N. Charles St, Baltimore, MD 21201. foregoing (each of the foregoing, a Company Affiliate Agreement). 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Company Benefit Plan has the meaning specified in Section5.14(a). Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, Property has the meaning specified in Section5.19(b). Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. notice (and in any event within one Business Day) of any demand received by the Company for appraisal of shares of Company Stock, any attempted withdrawal of any such demand and any other instrument served pursuant to the DGCL, and received by the prior to the Closing. policies, programs, practices, arrangements or agreements. Leica BLK360. the meaning specified in Section2.04(b). (a)statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens: (i)that arise in the ordinary course of business; (ii)that relate to For a period of six Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. have entered into this Agreement. The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. Tap Select in the top right corner. Parent that are in the possession of Parent as the Company or its Representatives may reasonably request. existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business He sees Matterport as the HTML of the physical world, and says that they've "created a standardized markup language that takes any physical space, brings it into the digital universe and digital realm, but its an open ecosystem. (iii) Each of the Company Representations (other than the Company Representations described in Sections 10.02(a)(i) and (ii)) In Q3, real estate was "about 2/3 of the revenue". any shares of Parent ClassA Stock pursuant to the Offer (to the extent not already paid). 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 a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the 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 regulations promulgated thereunder. Autodesk (ADSK) Autodesk is one of the premier 3D CAD companies in the world. But Matterport is not only targeting real estate. Matterport came public through a reverse merger SPAC. Plan. (b)result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c)violate, result in a default or breach Any Action based upon, arising out of or related to this Agreement, or the transactions The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. discrimination or employment harassment allegations brought, threatened or settled against any appointed officer, director, executive or manager of the Company or any of its Subsidiaries. practicable. and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under written demand for appraisal or otherwise comply with the provisions under Section262 of the DGCL, or agree or commit to do any of the foregoing. (p) The Company has not made an election under Section965(h) of the Code. the legal, valid and binding obligations of Parent and, to the knowledge of Parent, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Parent, are enforceable by Parent in accordance with their Physical Security. JOBS Act means the Jumpstart Our Business Startups Act of 2012. [Signature Page to Agreement and Plan of Merger], [Signature Page to Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. 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