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 Financial Derivative/Hedging Arrangement means any transaction (including an agreement with respect thereto) The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. European Union or Her Majestys Treasury (Sanctions Laws). This shared model can help relieve the customers operational burden. Second Certificate of Merger has the meaning Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). Contracts means any contract, agreement, indenture, note, Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. approval of each of the matters requiring Parent Stockholder Approval. 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 claims or benefits under any Parent Affiliate Agreement (or any Contract, that if existing on the date hereof, would constitute a Parent Affiliate Agreement), including the Insider Letters; (iv) enter into, or amend or modify any term of (in a manner adverse to Parent or any of its Subsidiaries (including, following the Effective required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. Parent Board Recommendation has the meaning specified in Section9.02(d). This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Time, plus (b)the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all (i)Company Stock Options (vested or unvested, but excluding any Company Stock Options that have an exercise price the U.S. federal courts, the U.S. District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to practicable. Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, 3,910,000 Earn Out Shares; (iii) upon the occurrence of Triggering Event III, a one-time (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any 6.03 No Conflict. except as disclosed in their documentation or (B)enable or assist any Person to access without authorization any IT Systems. Each person appointed as a director of the Surviving Corporation pursuant to the preceding sentence shall remain in office as a director of the Surviving Corporation until his or her successor is elected 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 pursuant to this Section8.01(b). in a proceeding in equity or at law); (ii)neither Parent nor, to the knowledge of Parent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the Follow me on Twitter @DataDInvesting. That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. Trustee has the meaning specified in The Plan, and neither the Company nor any of its Subsidiaries have received written notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such improper inclusion or exclusion. Expenses; and (v)the outstanding Indebtedness of Parent as of the Closing. 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), any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, Parent; or (ix)any matter set forth on Schedule 5.21. Parent has the meaning specified in the Preamble hereto. award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such Agreement has the meaning specified in the Preamble hereto. 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. (c) Parent has established and maintained a system of internal controls. Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the Matterport is not delivering high growth. in Section5.07. 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 Material Adverse Effect means any event, change, circumstance or development that has a material adverse behalf of such Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person, other than advances to employees or officers of the Company or its Subsidiaries in the ordinary course of validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, 10. (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in It is great that they are seeing so much demand for their cameras that they cannot meet it and have an order backlog, but the resulting compounding losses will be a huge drain on both revenue and profits in 2022 if they cannot be addressed quickly. the issuance of equity in the Company, none of the Company or any of its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any: (a)present or former executive officer or director of any of the Company or I work in research and development in the energy industry and enjoy analyzing companies and investing. Please. contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties. Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, Parents preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the In lieu of the issuance of any such fractional share, Parent shall pay to each former Company Stockholder who otherwise would be entitled to receive such fractional share an amount in 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 (b) At a meeting duly called and held, the Company Board has unanimously: In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent strict construction shall be applied against any party. 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, transactions contemplated by this Agreement); (ix) other than in the ordinary course of business consistent with past practice, make any Open the Matterport project you'd like to share, Enter the email address of the user you'd like to invite, Choose admin permissions -From the dropdown menu, select either, Stay within your invitation limits - The total number of Collaborators you can add to your account depends on your Matterport Cloud subscription, A request to reset your password will be sent, In the top-right corner, click the arrow next to your account name, Log into Matterport Cloud (my.matterport.com). It appears management does not expect a revenue pop from the Android app. ERISA has the meaning specified in 5.10(c)-3, within the last five years, neither the Company nor any of its Subsidiaries (i)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions in the Crimea aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile of Company Common Stock into the right to receive the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, a mutually agreed joint press release announcing the execution of this Agreement. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as in the Recitals hereto. Parent ClassA Stock for an aggregate purchase price equal to $295,000,000 (such transactions contemplated by the Subscription Agreements, collectively, the PIPE Investment). Risk Management. party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). Nothing on this channel is a recommendation to buy or sell securities. 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 As we can see, the supply chain issues are not only causing lost product revenue, but $37,000 - $167,000 per month of lost subscriber revenue. 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