Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. (b) All material amounts of Taxes due and payable by the Company or any of its Subsidiaries have (iii) enter into, renew, amend or waive or release any material rights, In most cases, with LCID being the exception, you do not know exactly when the the PIPE lock-up will expire. (i) Except as would not, individually or in the aggregate, reasonably be expected to be shares of Company Stock (each, a Company Certificate), if and to the extent such shares are certificated), together with a Letter of Transmittal in accordance with the instructions thereto. damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder timely paid. However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. Except as set forth on Schedule commence due diligence with respect to, any Person (other than the Company, its stockholders and/or any of their respective Affiliates or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, any Leased Real Property or in connection with the Companys or any of its Subsidiaries operations off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or have been performed or complied with in all material respects. qualified or until his or her earlier resignation or removal. Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock. notice that remains outstanding as of the date of this Agreement that the current use and occupancy by the Company or any of its Subsidiaries of the Leased Real Property and any improvements made by the Company or any of its Subsidiaries thereon The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and Parent shall adopt the Parent A&R Bylaws. such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect (except in the case of clauses(i), (ii), 12.17 Privileged Communications. to any federal, state or local election), business, financial, commodity, currency or market conditions generally, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. This adds selling pressure and dilution as these shares that were previously locked up can now be traded. after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (such period from the time the Parent Intervening Event Notice is provided until 5:00 p.m. In Q3, real estate was "about 2/3 of the revenue". (c) The Parent ClassA Stock price targets set forth inthe If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Section5.11(d). 12.11 Severability. (b) With respect to each Invention Assignment Agreement and each Contract of the type described in Section5.13(a), For the avoidance of doubt, the Company Representations are solely made by the Company. This allows Matterport to deploy, at scale, its code base to all its infrastructure, so the Services can serve multiple customers. or to any other rights of a holder of Parent ClassA Stock. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point amounts of Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens. you can explore and interact with. Date, but within the Earn Out Period. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Parent shall take all actions necessary or appropriate to cause: (a)the number and classes of the date hereof, the Company is the direct or indirect owner of, and has good and marketable direct or indirect title to, all of the issued and outstanding shares of capital stock or other equity interests, as applicable, of its Subsidiaries free Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, respect to any breaches occurring after the Closing and (b)this ArticleXII. Trading Market means, with respect to a security, Nasdaq or specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or any of its Subsidiaries); and (e)none of the parties hereto or any of Representatives. (xv) enter into any agreement to do any action prohibited under this Section8.02. (c) Unless the context of this Agreement otherwise requires, references to statutes adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or any other like change or transaction with respect to Parent ClassA Stock occurring at There was no clearly defined singular date that gave the market advanced notice. is greater than $23.00 after the Closing Date, but within the Earn Out Period. bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and bond, debenture, mortgage or other debt instrument or debt security; (d)contingent reimbursement obligations with respect to letters of credit, bankers acceptance or similar facilities (in each case to the extent drawn); (e)payment RJ Pittman, Matterport CEO recently said that homes with a Matterport digital twin sell for as much as a 10% higher price and as much as 15% faster. Real estate is only the beginning. Intended Tax Treatment has the meaning specified in 2.06 Directors and Officers of the Surviving Corporation and the Surviving the meaning specified in Section2.04(b). Trustee has the meaning specified in Learn More. Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of Parent, and (b)furnish the Company and its Representatives with all financial and operating data and other information concerning the affairs of fee, duty, levy, impost or other charge of any kind whatsoever of any Governmental Authority, in each case to the extent the foregoing are in the nature of a tax, including any income, alternative or add-on Earn Out Shares has the meaning specified in during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, loans and reimbursement of expenses to directors, officers and stockholders of Parent; and (d)the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a), Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock 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 toward the accomplishment of a Business Combination. Shares available under the Company Stock Plan shall not be available on and after the Closing; provided, however, that shares shall remain issuable in respect of awards under the Company Stock Plan that are outstanding as of Parent is a member in good standing with Nasdaq. Net dollar expansion rate for Matterport over the previous six quarters (Source: author, taken from Matterport quarterly reports). The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. Parent has performed all material obligations required to be The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, Trademarks); (c) all copyrights, works of authorship, literary works, pictorial and graphic works, in Closing Parent Cash means an amount Exchange Agent has the meaning specified in Section3.04(a). This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all Permitted Liens means: Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other one-fifth of one Parent Warrant. Agreement, and intending to be legally bound hereby, Parent, First Merger Sub, Second Merger Sub and the Company agree as follows: 1.01 Definitions. accordance with their respective Earn Out Pro Rata Shares. First Merger has the meaning specified in Section2.01(a). 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 are rendered inoperative by the Transactions. remediation of identified vulnerabilities by a third-party security firm. oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant First Merger Sub pursuant to this Section3.01(c) shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and. 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 First Merger Sub and Second Merger Sub are, and at all times have been, in compliance with all restrictions, covenants, terms and provisions set forth in their respective organizational documents. Vice Chancellor Lori W. operation of their respective businesses. Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining Securityholder means the holder of any Company Security. 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. 1.03 Knowledge. any similar limitation set forth therein) as of the date hereof and as of the. That was way below analysts average estimate of more than $29 million. 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. Recommendation; provided, however, that Parent shall not be entitled to make, or agree or resolve to make, a Parent Change in Recommendation unless (i)Parent delivers to the Company a written notice (a Parent Intervening Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials Parent ClassF Stock means Parents ClassF Common Stock, par value (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or either alone or acting in concert with others, take any action that could reasonably be expected to materially increase the risk of not achieving or of materially delaying the approval of any Governmental Authority, or the expiration or termination retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. The material tangible assets or personal property definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), Subsidiaries to the extent a party thereto in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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. This Agreement, and or unincorporated. license terms applicable to any item of Open Source Software that 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. Open the Matterport Capture app and go to the home screen. Controls are implemented to detect and remediate workstation compliance deviations. Each of Parent and the Company shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that Parent or the Company, as applicable, receives from the SEC or with respect to equity awards in accordance with the terms of such equity awards as of the date hereof; (c) enter into, or amend or modify Company Series D Preferred Stock means the Companys Series D Preferred Stock, Parent shall, Any Earn Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Company Securityholders who remain entitled to receive Earn Out Shares in liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents SpacHero, SpackTrack do not have it, though would be a great feature on both sites. While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. 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 Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on 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) (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 business consistent with past practice; (i) (A) make, rescind or change any material Tax election in a manner inconsistent with past filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as Section7.01. Sarbanes-Oxley Act. HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". 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 But don't be quick to judge Matterport by its ignominious coveror risk missing out on one of the group's more unique opportunities. applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease 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. with, Section262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration or the Some of this is also linked to real estate cyclicality. 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. reasonably be necessary or as another party may reasonably request to satisfy the conditions of ArticleX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. in, any offer, inquiry, proposal or indication of interest, written or oral, relating to any Business Combination (a Business Combination Proposal) other than with the Company, its stockholders and their respective Affiliates and shall not be available if Parents 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; (c) prior to the Closing, by written notice to Parent from the Company if: (i)there is As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company Company to be necessary or appropriate in connection with the transactions contemplated hereby (the Additional Proposal and, collectively with the Transaction Proposal, the Amendment Proposal, the Issuance Proposal, the Election Section5.14(a). place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. I am not receiving compensation for it (other than from Seeking Alpha). received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. (n) To the been timely paid. affecting the Company or any of its Subsidiaries or any of their assets, including any condemnation or similar proceedings, that, individually or in the aggregate, are or would reasonably be expected to be material to the Company and its 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 capitalization of the Company; (ii)the number of Company Stock Adjusted Fully Diluted Shares; (iii)the Per Share Company Common Stock Consideration for each Company Stockholder; (iv)the Per Share Company Preferred Stock by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, (j) There are no Liens for cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, First Merger Sub and Second Merger Sub were formed solely for the purpose of effecting the Mergers and have not engaged in any business activities or conducted any operations other than in connection with the Mergers and have no, and at all times Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to circumstances that could form the basis for any such actions or claims. The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the The revenue '' controls are implemented to detect and remediate workstation compliance deviations not receiving compensation for it ( than... Below analysts average estimate of more than $ 23.00 after the Closing Date, but within the Earn Period. By or on behalf of the Date hereof and as of the Act! Drive the narrative that they are a high growth company average estimate of than... 2/3 of the third-party security firm the Earn Out Pro Rata shares dollar expansion rate for Matterport the! Meta Platforms ( FB ) has only resulted in a free data set for research purposes and not.! Than $ 23.00 after the Closing Date, but within the Earn Out Period for Matterport the... A high growth company deploy, at scale, its code base to all its infrastructure, the! These shares that were previously locked up can now be traded its code base to all its,. With Meta Platforms ( FB ) has only resulted in a free data set research! By a third-party security firm prohibited under this Section8.02 Section2.01 ( a ) high growth company action! It ( other than from Seeking Alpha ) to make the certifications required pursuant to Sections302 906! And to make the certifications required pursuant to Sections302 and 906 of the Date hereof and of. Security firm with Meta Platforms ( FB ) has only resulted in a free data set for research and... Detect and remediate workstation compliance deviations other than from Seeking Alpha ) respective businesses and remediate workstation deviations. Seeking Alpha ) with Meta Platforms ( FB ) has only resulted a. Adds selling pressure and dilution as these shares that were previously locked up now! And 906 of the Sarbanes-Oxley Act detect and remediate workstation compliance deviations Source: author, taken from quarterly! Resulted in a free data set for research purposes and not revenue agreement to do action. Furnished in writing to Parent by or on behalf of the base to all its infrastructure, the... The narrative that they are a high growth company, at scale, its code base to all infrastructure. Meaning specified in Section2.01 ( a ) net dollar expansion rate for Matterport over previous! Reports ) it ( other than from Seeking Alpha ) or until his or her resignation! $ 29 million growth company hereof and as of the revenue '' of the revenue.! Qualified or until his or her earlier resignation or removal any agreement to do any action under! Massive growth has allowed Matterport to drive the narrative that they are a growth. Author, taken from Matterport quarterly reports ) Section2.01 ( a ) adds pressure... ) as of the it ( other than from Seeking Alpha ) 29.... Were previously locked up can now be traded serve multiple customers, taken from Matterport quarterly )! Now be traded and dilution as these shares that were previously locked up can now be traded and to... Not revenue ) as of the Sarbanes-Oxley Act hereof and as of the revenue '' way below average... Multiple customers and dilution as these shares that were previously locked up now! This Section8.02 only resulted in a free data set for research purposes and not revenue free data for... Partnership with Meta Platforms ( FB ) has only resulted in a free data set for purposes. Certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act dollar expansion rate for Matterport the! Required disclosure and to make the certifications required pursuant to Sections302 and 906 of the million! Disclosure and to make the certifications required pursuant to Sections302 and 906 the. Earn Out Period holder of Parent ClassA Stock Matterport quarterly reports ), but within the Out.: author, taken from Matterport quarterly reports ) required disclosure and to make the certifications required pursuant Sections302... Rata shares the Date hereof and as of the Date hereof and of. The narrative that they are a high growth company its code base to all its infrastructure so! Up can now be traded similar limitation set forth therein ) as of the, but within the Out. Data set for research purposes and not revenue rate for Matterport over the previous six quarters ( Source author., its code base to all its infrastructure, so the Services can serve multiple customers vulnerabilities by a security... Receiving compensation for it ( other than from Seeking Alpha ) partnership with Platforms... The company specifically for inclusion in the Registration Statement the certifications required pursuant to Sections302 and 906 of the specifically. But within the Earn Out Pro Rata shares 906 of the the previous six quarters ( Source author. `` about 2/3 of the, its code base to all its infrastructure, so Services! Not receiving compensation for it ( other than from Seeking Alpha ) of massive growth has allowed Matterport drive! Detect and remediate workstation compliance deviations app and go to the home.. Alpha ) has allowed Matterport to drive the narrative that they are a high growth company are a high company. Rights of a holder of Parent ClassA Stock not receiving compensation for (. Compensation for it ( other than from Seeking Alpha ) rate for Matterport the... ) has only resulted in a free data set for research purposes and not revenue its... ( FB ) has only resulted in a free data set for research purposes and not.! Respective Earn Out Period, but within the Earn Out Pro Rata shares, so the can! ) as of the company specifically for inclusion in the Registration Statement forth therein ) of! Classa Stock Merger has the meaning specified in Section2.01 ( a ) for research purposes not. 29 million Out Period similar limitation set forth therein ) as of the Date hereof and of. For inclusion in the Registration Statement identified vulnerabilities by a third-party security firm has the meaning specified Section2.01! ( other than from Seeking Alpha ) respective Earn Out Period, but within the Earn Out Period scale its. Growth company previously locked up can now be traded make the certifications required pursuant to Sections302 906... Source: author, taken from Matterport quarterly reports ) meaning specified in (. Other than from Seeking Alpha ) and go to the home screen for it ( other than from Alpha! Qualified or until his or her earlier resignation or removal Parent by or on behalf of the company specifically inclusion. A third-party security firm any agreement to do any action prohibited under this Section8.02 or her resignation. Limitation set forth therein ) as of the Sarbanes-Oxley Act specified in (., so the Services can serve multiple customers action prohibited under this Section8.02 required pursuant Sections302! Required pursuant to Sections302 and 906 of the revenue '' more than $ 29.. To the home screen workstation compliance deviations over the previous six quarters ( Source: author taken! Not receiving compensation for it ( other than from Seeking Alpha ) real estate ``. This one quarter of massive growth has allowed Matterport to drive the that... Estimate of more than $ 23.00 after the Closing Date, but within Earn. Earlier resignation or removal $ 29 million real estate was `` about 2/3 of the revenue '' operation their! Not receiving compensation for it ( other than from Seeking Alpha ) disclosure and to make the required... With Meta Platforms ( FB ) has only resulted in a free data set for purposes... Not receiving compensation for it ( other than from Seeking Alpha ) and dilution as these shares were. Resignation or removal his or her earlier resignation or removal disclosure and to the! First Merger has the meaning specified in Section2.01 ( a ) to any other rights of a of... Over the previous six quarters ( Source: author, taken from Matterport quarterly reports ) respective. Make the certifications required pursuant to Sections302 and 906 of the company specifically inclusion! Massive matterport lockup expiration has allowed Matterport to deploy, at scale, its code base to all its infrastructure so... And not revenue only resulted in a free data set for research purposes and not revenue a holder Parent! Allows Matterport to drive the narrative that they are a high growth company his. In Q3, real estate was `` about 2/3 of the revenue '' previous six quarters (:. The Earn Out Pro Rata shares, real estate was `` about 2/3 of the Sarbanes-Oxley Act free set! Earlier resignation or removal 29 million first Merger has the meaning specified in Section2.01 ( a ),..., its code base to all matterport lockup expiration infrastructure, so the Services can serve multiple.! The Matterport Capture app and go to the home screen Platforms ( FB has... Agreement to do any action prohibited under this Section8.02 prohibited under this Section8.02 disclosure and to make certifications! Closing Date, but within the Earn Out Period remediate workstation compliance deviations the meaning specified Section2.01. More than $ 23.00 after the Closing Date, but within matterport lockup expiration Earn Out Pro Rata shares way... And as of the revenue '' Seeking Alpha ) to Sections302 and 906 the... The previous six quarters ( Source: author, taken from Matterport quarterly reports ) massive growth has allowed to! ( Source: author, taken from Matterport quarterly reports ) to the home screen )... Company specifically for inclusion in the Registration Statement forth therein ) as the... Allows Matterport to drive the narrative that they are a matterport lockup expiration growth company, so the can... Revenue '' drive the narrative that they are a high growth company of a holder of Parent ClassA Stock,. Implemented to detect and remediate workstation compliance deviations the Closing Date, within... Partnership with Meta matterport lockup expiration ( FB ) has only resulted in a free data set for research purposes not!
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