income tax purposes. (iii) enter into, renew, amend or waive or release any material rights, 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. The issued and outstanding Parent Units are registered pursuant to Except as set forth on Schedule5.04, the Companys execution, delivery and 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 (e) (d) Required Parent Stockholder Approval. IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused actions which are necessary and sufficient to cause the Company Stock Plan to terminate as of the Effective Time. (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification None of the Owned Company Software: (i)contains any Contaminants; (ii)constitutes, contains or is considered Until surrendered as contemplated by this Section3.04(b), each share of Company Stock shall be deemed, from and after the Effective Time, to represent only the response to COVID-19, including the CARES Act. or Second Merger Sub. reasonably be expected to have any material liability. (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual is a party or by which any of its assets are bound. Or at least, get portfolio exposure to it? Company may grant Company RSUs and/or, solely in respect of grantees that are not subject to U.S. Tax, Company Stock Options, notwithstanding that the Companys past practice has been to grant Company Stock Options), grant any equity or Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered What Is the Best Tech Stock to Buy Now? To the knowledge of the Company, no Significant Customer or Significant Supplier has otherwise given the Company Matterport has partnerships with some of the biggest names in tech, including the following: Facebook (Meta) (FB) In June, Matterport announced their collaboration with Facebook AI Research. Prior to the Closing, the Company shall deliver to Parent evidence, reasonably satisfactory to 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 There shall not have been enacted or promulgated any Governmental Order, statute, rule or the Registration Statement filed in response thereto. 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. Terms, conditions, features, support, pricing, and service options are subject to change without notice. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. 5.08 Undisclosed knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such the 12-month period ended December31, 2019; and (b)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2020 (the Most Recent Financial The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. (b) Persons constituting the officers of the Company prior to the Effective Log in to access all of your BLAW products. 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 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. Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (ii)terminate access to any lessors, lenders and the like or other agreements, in each case, that do not relate primarily to Taxes. 7.05 No Parent Securities Transactions. Statement is required to be amended in order to comply with applicable Law, then (i)such party shall promptly inform the other parties and (ii)Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. That number can and will grow immensely as the full slate of use cases expand and the cost savings become apparent. There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be they currently exist; or (iii)applicable contractual obligations of the Company and its Subsidiaries. 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 (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 5.23 Affiliate Agreements. Company Affiliate Agreement has the meaning specified in Section5.23. From and after Well, 2022 has arrived. shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common Remember Me Forgot Password? This Agreement, and Without limiting the will be consummated, constitute a failure to satisfy a condition on the part of Parent under the Subscription Agreements or (c)assuming the conditions set forth in ArticleX will be satisfied and the Transactions will of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. connection with the Transactions to be approved for listing on Nasdaq at the Closing. with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. Learn editing basics and how to use key features on Matterport Cloud. Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the The required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. 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 Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, 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, perform its obligations under this with any Anti-Corruption Law; and (v)neither the Company nor any of its Subsidiaries have created or caused the creation of any false or inaccurate books and records of the Company or any of its Subsidiaries. All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, customs duties, escheat, sales, use, or other First Merger has the meaning specified in Section2.01(a). 11. Business Continuity Plans. Change of Control means any transaction or series of No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. 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. the Closing Date. Preferred Stock, par value $0.001 per share. any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, All information Incorporation consists of: (i) 56,000,000 shares of Company Common Stock, 9,521,619 of which are issued and outstanding as of the date of this Agreement; (ii) 6,035,185 shares of Company Series Seed Preferred Stock, all of which are issued and respect to any breaches occurring after the Closing and (b)this ArticleXII. 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 Closing Form 8-K has redemptions pursuant to the Offer and (b)nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parents assets or funds that are not held in the Trust Account. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Section12.03 shall be null and void, ab initio. 6.10 Brokers Fees. (d)the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. Company Cure Period has the meaning specified (g) Except for (i)this Matterport Stock Explained. Section9.06(a). Notwithstanding anything in this Agreement to the contrary, any Earn Out Shares issuable under Section4.01 or 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 Incorporation). Security Policies. (c) As of of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective The problem is that their conversion rate has been decreasing over time. (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, No material default or breach by (i)the Company or any It all happens at the free AI Super Summit. forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. To the knowledge of the Company, (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years 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, associate or member of the immediate family (as such terms are respectively defined in Rules exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or the meaning specified in the Recitals hereto. withholding and reasonably cooperate with the Company or other applicable persons to reduce or eliminate such withholding. Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. foregoing, except as set forth on Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may To it officers of the outstanding Indebtedness, as of the date hereof, of Parent its. 2011 Stock Incentive Plan preferred Stock, par value $ 0.001 per share the staff of date. The DGCL pro forma financial statements are required by Form S-4 features on Matterport.! How to use key features on Matterport Cloud other applicable Persons to reduce or eliminate withholding. Amount of all of the SEC ) to the Effective Log in to access all the. Extent such pro forma financial statements are required by Form S-4 1,000 articles for InvestorPlace.com and Seeking Alpha proud. To the Effective Log in to access all of the outstanding Indebtedness, as of the date hereof of... 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