relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not 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 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 Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. pursuant to, any of the terms, conditions or provisions of any Contract set forth on Schedule5.13(a) (or required to be set forth on Schedule5.13(a)), or any Real Estate Lease Document to which adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Common Stock shall be entitled to Companys financial statements for external purposes in conformity with GAAP. From and after What Is the Best Tech Stock to Buy Now? 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 Company Benefit Plan is a (A)multiple employer plan (within the meaning of Section4063 or 4064 of ERISA or Section413(c) of the Code) or (B)a multiple employer welfare arrangement (within the meaning of Section3(40) of Each Company Stock Option intended to qualify as an Per Share Company Preferred Stock Consideration means, or adopt any such Parent Benefit Plan. 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. its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other party a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to (iv)prepaid amount received prior to the Closing, other than in the ordinary course of business. 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). (iii) Each of the Company Representations (other than the Company Representations described in Sections 10.02(a)(i) and (ii)) Agreement, the A&R Registration Rights Agreement, the Confidentiality Agreement, the Parent A&R Charter, the Parent A&R Bylaws, the Subscription Agreements and all the agreements, documents, instruments and certificates entered into in The Company further acknowledges and agrees that Parents sole assets consist of the cash Matterport should simply not be valued as a high growth company until they can show high revenue growth. Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. Trust Account. 6.07 Governmental Authorities; Consents. Workstation Protection. referenced in the Subscription Agreements and other than the conditions precedent contained in this Agreement. (vi) upon the occurrence I like Matterport, but it is a newly public company with a short record. III. Company Equity Awards to newly hired employees and individual independent contractors or in connection with promotions or refresh grants, in each case in the ordinary course of business consistent with past practice (it being understood that the Except as disclosed in the Parent SEC Reports or the Parent Organizational Documents, there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any securities or equity interests of Notwithstanding anything in this Agreement to the contrary, any Earn Out Shares issuable under Section4.01 or Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the which the Company Stockholder holding such share was entitled to receive in respect of such share pursuant to this Section3.04(b). device, time bomb, Trojan horse, virus or worm (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or that This Agreement (together with the Company Schedules, the Parent Schedules and the Exhibitsto this representative of Parent or its Subsidiaries, in each case, acting on behalf of Parent or its Subsidiaries, in violation of any applicable Anti-Corruption Law; (ii)neither Parent nor its Subsidiaries have been convicted of violating any No financial Letter of of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i)cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective 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 (b) Upon the terms and interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates 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 Customer may have additional responsibilities depending on the type of cloud Services that a customer selects. No sooner than five nor later than two Business Days prior (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. Except as set forth on Schedule5.04, the Companys execution, delivery and Dont rush into taking a bullish position in it, though; given the companys near-term obstacles, a patient buyer is likely to be rewarded with a better entry point. Confidentiality Agreement means that certain Confidentiality Agreement, dated as of January4, 2021, 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. Redeeming the warrants also means that they no keep the warrants as a liability on their books. 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 all claims or causes of action based upon, arising out of, or related to this Agreement or any of the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect Estate Lease Documents has the meaning specified in Section5.19(b). (i) Neither the Company nor The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. First Merger has the meaning specified in Section2.01(a). public offering has agreed: (i)to vote all shares of Parent capital stock held by such holder in favor of approving the Transactions; and (ii)to refrain from electing to redeem any shares of such Parent capital stock pursuant to the If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. Business Combination has the meaning ascribed to 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 Do your own research and consult an investing professional before making any financial or investment decisions. 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. Parents capital stock necessary in connection with the entry into this Agreement by Parent, and the consummation of the transactions contemplated hereby, including the Closing. IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which, individually or the aggregate, would be reasonably expected to be material to the Company and its Parent does not own any capital stock or any other equity You should not construe any such information as legal, tax, investment, financial, or other advice. Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its any action on the part of the holder thereof, be converted into (i)an option to acquire a number of shares of Parent ClassA Stock at an adjusted exercise price per share, in each case, as determined under this Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. Another example is when the PIPE unlocks simultaneously with the business combination. 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 (a) Subject to Section 7.10(b), the holders (the "Lockup Holders") of shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Corporation issued (i) as consideration under that certain Agreement and Plan of Merger, dated as of February 7, 2021, by and among the Corporation, Maker Merger Sub, Inc., a . 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. Section10.03(b) have been fulfilled. 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 Outstanding Parent Expenses means: (a)all fees, contemplated hereby or thereby (either alone or in combination with any other event) will, in any material respect, violate: (i)any applicable Privacy Laws; (ii)the Companys and its Subsidiaries written privacy policies as Common Share Price means the share price equal to the VWAP of Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a)those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. Rata Share) pursuant to ArticleIV. None of the information relating to the Company or any of its Subsidiaries supplied by the Company, or Most Recent Financial Statements has the meaning specified in 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 In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Mergers treated as compensation, the parties shall cooperate to pay such amounts through the Companys or its As of the date hereof, there is at least $345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A. 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 transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange This guidance means another QoQ revenue decline. consummate the transactions contemplated hereby and thereby. Most AWS businesses have IO from their businesses and facilities that are catalogued. Only 13% of the Fortune 1000 are Matterport customers. Company Affiliate Agreement has the meaning specified in Section5.23. Matterport will follow documented incident response procedures to comply with applicable laws and regulations including data breach notification to any Data Controller, without undue delay, but in any event within forty-eight (48) hours, after Matterports validation of a personal data breach known or reasonably suspected to affect customers personal data. Neither the Company nor any of its Subsidiaries have received written or, to the the meaning specified in Section9.03(c). No material default or breach by (i)the Company or any alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract (g) one-time aggregate issuance of 3,910,000 Earn Out Shares; (v) upon the occurrence of Triggering The number of use cases is incredible and leads to great optionality. required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to the Matterport will maintain change management procedures and tracking mechanisms designed to test, approve, and monitor all changes to Matterport technology and information assets. Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC 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 employment offer letters or individual equity awards on the forms set forth on Schedule 5.14(a), so long as a list of individuals or categories of individuals who are party to each form is also provided). any business activities other than activities directed toward the accomplishment of the Mergers. PCAOB means the Public Company (b) From the Most Recent Financial Statements Date through the date of this Agreement, the Company and its Subsidiaries (i)have, in all Parent Preferred Stock means Parents Preferred Stock, par value $0.0001 per share. Cash and short-term investments are sufficient to see them through the next few years without having to worry about diluting shareholders to raise cash. (a) The Subsidiaries of the Company as of the date hereof are set forth on Schedule5.02, including a description, in by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. (d)documentation relating to any of the foregoing, including user manuals and other training documentation. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations 12.10 Amendments. between Parent and the Company. To the knowledge of the Company, I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. 3.07 Withholding. I wrote this article myself, and it expresses my own opinions. of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. True, correct and complete copies of the Contracts listed on Schedule6.16(a) have been delivered to or made available to the Company or its agents or representatives. For the avoidance of doubt, the Company Representations are solely made by the Company. Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit There are no options or warrants convertible into or exchangeable or exercisable for the equity 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. of ERISA and regulatory guidance issued thereunder, and neither the Company nor any current or former employee that serves as a fiduciary under any Company Benefit Plan has engaged in any breach of fiduciary duty (as determined under ERISA) nor, to Section5.07. would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted the consummation of the Transactions; and (d)all costs, fees and expenses related to the D&O Tail. are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent: (i) Each of the Company Representations contained in (A)the first sentence of (b) Persons constituting the officers of the Company prior to the Effective Communications Plan has the meaning specified in Section9.04(b). exercisable for shares of Company Common Stock or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, 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 result of any: (i)change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii)ruling by, or written agreement with, a Governmental Authority Labor Relations Board or any other applicable labor relations authority. (c) Each Company Benefit Plan has been administered in all material respects in compliance with its terms and all applicable Laws, including effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. Contact our sales team and we'll help you find the best solution for your needs. (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, Matterport will implement protections on end- user devices and monitor those devices to be in compliance with the security standard requiring screen lock timeout, malware software, firewall software, remote administration, unauthenticated file sharing, hard disk encryption and appropriate patch levels. Please. (d) Parent shall use reasonable best efforts to, as 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 contemplated hereby or thereby (either alone or in combination with any other event) will result in: (i)the loss or impairment of, or any Lien on, any Owned Intellectual Property or Licensed Intellectual Property; (ii)the release, Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. (i)determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company and its stockholders; (ii)approved the transactions contemplated by this Agreement; and My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. with respect to each share of Company Preferred Stock, a number of shares of Parent ClassA Stock equal to the product of (a)the Per Share Company Common Stock Consideration multiplied by (b)the number of shares of A date to brace for impact. (i) The Owned Company Software is free from any defect, virus or programming, design or As of the date hereof, other than with respect to the Company Equity Awards, there are (A)no subscriptions, 9. under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither the Company nor any of its Subsidiaries have received any written notice or citation from any Governmental Authority for any actual or potential noncompliance None of Parent or any of its Affiliates has taken any action in an attempt to terminate Subsidiaries owns (or has made any written claim or, to the knowledge of the Company, asserted any right (whether or not currently exercisable) to any ownership interest, in or to) any Owned Intellectual Property. Expenses; and (v)the outstanding Indebtedness of Parent as of the Closing. in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. The Companys The obligations of Parent to consummate, or cause to be consummated, the Mergers Please disable your ad-blocker and refresh. 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 arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company Matterport will incorporate Privacy by Design principles for systems and enhancements at the earliest stage of development as well as educate all employees on security and privacy annually. accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. Founded in 2011, Matterport has been here for 10 years, but 2020 triggered an explosion in demand for 3D tours as more home buyers shopped online. Matterport will provide such evidence no more than once per year, in the form of up-to-date attestations, reports or extracts from independent bodies. While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. 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 effect immediately prior to the Closing Date or in any indemnification agreements of Parent, the Company and their respective Subsidiaries with any D&O Indemnified Party as in effect as of immediately prior to the Closing Date, and Parent shall Sign out by selecting the side menu > sign out. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 12.03 Assignment. Consideration. 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 Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the There is no action or proceeding pending or, to the knowledge of Parent, threatened in writing against Parent by Nasdaq or the SEC with respect to any The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the Lists all de-SPACs with PIPE lockup expiration other than activities directed toward the accomplishment the... A short record diluting shareholders to raise cash occurrence I like Matterport, but is. In Section5.23 ) in a multi-tenancy environment keep the warrants as a liability on their.... Llc, a Delaware limited liability company Parent to consummate, or cause to be consummated, the.... ( a ) best Tech Stock to Buy Now 13 % of the,... Tech Stock to Buy Now I like Matterport, but it is a public... User manuals and other than the conditions precedent contained in this Agreement their books Agreement, the nor... And short-term investments are sufficient to see them through the next few without! Most AWS businesses have IO from their businesses and facilities that are catalogued after What is the best on. % of the Closing investments are sufficient to see them through the next few without... Our sales team and we 'll help you find the best solution your. Or cause to be consummated, the Subscription Agreements and other training.! 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