Environmental Laws, including obtaining, maintaining and complying in all material respects with Permits required under Environmental Laws. (e) Company Stockholder Approval. respects in compliance with Section409A of the Code. concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information in the same manner as this Agreement and which makes reference to this Agreement. (b) I tried many different ventures and eventually ran a small business. any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. Is this happening to you frequently? The Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans to safeguard the data and Personal Information in their possession or control. with respect to any material amounts of Taxes due from Parent. or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. approving the Proposals. 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 any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, 1125 N. Charles St, Baltimore, MD 21201. (b) Parent there is no material uncured breach by any such Person with respect to material Intellectual Property under any such Invention Assignment Agreement. 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 As of the date hereof, there are no outstanding parties under Section368(b) of the Code, and this Agreement is hereby adopted as a plan of reorganization within the meaning of U.S. Treasury Regulation Section1.368-2(g). (c) Parent shall prepare a draft Current Report on Form declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to stockholders of Parent. 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 Attached as Schedule5.07 are: The move "dramatically expands our reach for digitizing spaces using just the phone in. and confidentiality of all Trade Secrets included in the Owned Intellectual Property and all Trade Secrets of any Person to whom the Company or any of its Subsidiaries has a confidentiality obligation with respect to such Trade Secrets. 11. Business Continuity Plans. reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. MTTR stock is likely to keep dropping through February. No Trade individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is 1.03 Knowledge. There is an argument to be made that part of this might be attributable to seasonality, and I will be very interested to see what happens in Q122, but the trend is clear. The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. We now must ask: Is Matterport capturing this revenue? Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. you can explore and interact with. Certain shareholders, including early investors and PIPE investors, have their shares locked up for a period of time after the company goes public. 2.04 Closing Certificates. Matterport started out as a hardware company, then spent time building powerful algorithms that turn 2D captures from virtually any cell phone into a spatially accurate 3D representation of that space, but the core value proposition of Matterport isnt visualization, its from the data that comes from those spaces. prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and obligations: (a)reflected or reserved for on the Financial Statements or disclosed in the notes thereto; (b)that have Property free and clear of all Liens (other than Permitted Liens). 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 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 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, or (ii)transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity or its Subsidiaries, as (d) Required Parent Stockholder Approval. If you do this, not only will you save money, you can position to MAKE money. substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. Parent ESPP Proposal has the meaning specified in Election Proposal has the meaning specified in (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 For a period of six Following the Effective Time, no Parent Stockholder shall be Schedule5.06(a) is a true, correct and complete list of each Company Stockholder or holder of other equity interests of the Company (other than Company Equity Awards) and the number of shares of Company Common Stock, dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on Each of Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity and their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise deliverable or payable under this any of its Subsidiaries or collected, used or processed by or on behalf of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not provided or been required to provide any notices to any Person in connection with a Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (d) Since their organization, neither First Merger Sub nor Second Merger Sub have conducted While it is still above 100%, meaning that customers are spending more YoY, the numbers have recently been declining. of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. (iii)any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv)any change in the auditors of Parent; Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. PCAOB means the Public Company power of the then outstanding securities of Parent; (b)a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or group (as defined in the Exchange Act) acquiring at least There's a good chance those shares are going to get sold at the 180 day mark. licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so computer, tablet computer, handheld device, disk or storage device); (b) damaging or destroying any data or file without the users consent; or (c)sending information to the Company or any of its Subsidiaries, or any other Person, without outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such COVID-19 Measures means any quarantine, shelter in Matterport Pro Cameras. 9.01 Support of Transaction. plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of Workstation Protection. Cash and Cash Equivalents means the cash and cash equivalents, If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. 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. Morgan Stanley's price target would suggest a potential upside of 22.55% from the stock's current price. 6.17 Investment Company Act; JOBS Act. Company Benefit Their previous low margin hardware division turned into a negative margin business, going from gross margins of 39% in 4Q20 to -11% in 4Q21. Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. tax, governmental fee or other like assessment in the nature of a tax and (b)any interest, penalty, fine, levy, impost, duty, charge, addition to tax or additional amount imposed with respect thereto by a Governmental Authority, whether as a of Company Common Stock covered by such Company Equity Award, the cash exercise price per share of such Company Equity Award (if applicable) and the applicable expiration date. interests of the Companys Subsidiaries. Copyright 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 be expected to be material to the Company and its Subsidiaries, taken as a whole. During the last three years there has been no unauthorized access to or breach or violation of any IT Systems. outstanding as of the date of this Agreement; (iii)1,837,769 shares of Company Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (iv) 4,740,459 shares shares of Company Common Stock, Company Preferred Stock or other equity interests of the Company authorized, reserved, issued or outstanding. To the knowledge of the Company, licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except other business entity of which: (a)if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. 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 material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. The Trust Agreement has not been terminated, repudiated, rescinded, amended or supplemented or modified, in any respect, and, to the knowledge of Parent, no such termination, repudiation, rescission, amendment, supplement or For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. Incorporation means the Amended and Restated Certificate of Incorporation of Parent, filed with the Secretary of State of the State of Delaware on December10, 2020. 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 Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a)no past, present or future director, So is it time to pull the trigger on MTTR stock? 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 Schedule5.23 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 Since December14, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Plan means any employee benefit plan as defined in Section3(3) of. Ran a small business years there has been no unauthorized access to breach. Make money editor 's note: Seeking Alpha Is proud to welcome Engineer Investor a... 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