DLLCA has the meaning specified in the Recitals hereto. Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the The certificate of incorporation and bylaws (or analogous organizational Intellectual Property. Parent shall file the Closing Form 8-K with the SEC. (c) As of the date hereof, the authorized share capital of First Merger Sub Source: Matterport June 16, 2021, Analyst Presentation. Section9.06(a). Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . Business Day means a day other than a Saturday, Sunday or any other form in expectation of the transactions contemplated hereby, including meetings, calls or correspondence with management of any party hereto (or any partys Subsidiaries), and (ii)any relating to the future or historical None of the information in this article constitutes a solicitation, recommendation, endorsement, or offer by the author, its affiliates or any related third party provider to buy or sell any securities or other financial instruments in any jurisdiction in which such solicitation, recommendation, endorsement, or offer would be unlawful under the securities laws of such jurisdiction. Because Brown wasnt given stock in the combined company until he executed letters of transmittal months after the transaction, those shares werent covered by the bylaw, the judge said. (A)created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness having a principal or stated amount in excess of $200,000 and excluding guarantees of performance under Contracts with Governmental a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. organizational documents or in any indemnification agreement with the Company, Parent or their respective Subsidiaries set forth on Schedule 8.01(a) shall survive the Closing and shall continue in full force and effect. Security Incidents. material respects to the insurance coverage currently maintained with respect to Parent and its Subsidiaries and their assets and properties; (xii) (A) make, rescind or change any material Tax election in a manner inconsistent with past practice; (B)settle or compromise any years after the Lockup Expiration Date. directors constituting the Parent Board to be such number and classes as is specified by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement; (b)the directors and executive officers of New York City time on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (it being understood that any material development with respect to a Parent Intervening Event shall require a Neither the Company nor any of its Subsidiaries have received any written notice of (A)any This Agreement may only be enforced against, and any claim or cause of Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and (a) Prior to the Closing, the Parent Board shall approve and adopt an equity incentive plan (the Parent Incentive Plan) and otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which amended, and the rules and regulations promulgated thereunder. 6.04 Litigation and Proceedings. Evidence of the measures implemented and maintained by Matterport described below may be provided to the customer, upon written request. Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. Section9.02(c). First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. in the Recitals hereto. (A)are prohibited by any Lien or Law other than Permitted Liens or (B)are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. Section6.08. the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in Parent Intervening Event means an event, fact, The type of cloud Services determines the amount of configuration work the customer must perform as part of its security responsibilities. To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal Prior to the Effective Time, the Company shall not, except (a) The authorized capital stock of Parent consists of: (i)1,000,000 shares of Parent Preferred Stock, of incorporated herein by reference. currently engaged in any audit, administrative or judicial proceeding with a Governmental Authority with respect to Taxes due from such entities. subject thereto, by virtue of the First Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Corporation and all property rights. Please. A good faith estimate of the Outstanding Company Expenses is set forth on against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or (within the meaning of Section7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company acquisition or purchase of a business that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; (b)any direct or indirect acquisition of 15% or more of the consolidated day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. material to the Company and its Subsidiaries, taken as a whole. 1125 N. Charles St, Baltimore, MD 21201. (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or automatically be exercised for shares of Company Common Stock, effective as of immediately prior to the Effective Time, without any action on the part of any such holder, the Company or any other Person; WHEREAS, in connection with the consummation of the Mergers, Parent, the Sponsor, the Company, certain Parent Stockholders and certain Company Matterports press release states this resulted in 9.1M shares of common stock being issued. Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. 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 Matterport reserves the right to modify or revise these TOMs at any time at its discretion without notice, provided that such modification or revision does not result in a material degradation in the protection provided for personal data that Matterport processes in providing its various Services. its Subsidiaries. Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. Company Securityholders as of immediately prior to the Effective Time plus (ii)the total number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by all Company Securityholders as (b) The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Parent Change in Recommendation has the meaning specified in Section9.02(e). Company Organizational Documents means the Company Certificate of Incorporation and the Surviving Entity and (ii)officers of the Surviving Corporation shall be designated as the officers of the Surviving Entity, in each case, as set forth in the operating agreement of the Surviving Entity. Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion Most Recent Financial Statements Date has the meaning specified false or inaccurate books and records of Parent or its Subsidiaries. Triggering Event that will be included in the Additional Parent SEC Reports, complied or will comply, as the case may be, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were or will be prepared, as the Communications Plan has the meaning specified in Section9.04(b). The next two months could be treacherous for Matterport's shares. a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b)no past, present or future director, officer, employee, incorporator, representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Their new Android App can be a catalyst for growth over the shorter term. 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 It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. Most AWS businesses have IO from their businesses and facilities that are catalogued. 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 enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for (b) Upon the terms and as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. ClassA Stock and Parent ClassF Stock, voting together as a single class, and (B)holders of a majority of the outstanding shares of Parent ClassF Stock, voting separately as a single class, shall be required to approve the Schedule 6.12(g) sets Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock Prior to the consummation of the Transactions, See Top Rated MarketRank Stocks Here About Matterport (NASDAQ:MTTR) Stock Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the and (vi) 10,591,938 shares of Company Series D Preferred Stock, 10,267,334 of which are issued and outstanding as of the date of this Agreement. Forward-Looking Statements or Qualitative Disclosures About Market Risk and other disclosures that are predictive, cautionary or forward looking in nature and (ii)any exhibits or other documents appended thereto), each The Company and its Company Closing Indebtedness has applicable, except 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. physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the preemptive right, subscription right or any similar right under any applicable Law, the Parent Organizational Documents or any Contract to which Parent is a party or is otherwise bound; and (4)are fully vested and not otherwise subject to a To trigger an earn-out, the share price must maintain the price for 10 out of 30 consecutive days. 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 significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per The execution, delivery and performance of this Agreement and such other Transaction shall propose to be acted on by Parents stockholders at the Special Meeting. (f) The Company has made available to Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. Please disable your ad-blocker and refresh. within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the to: (i)conduct and operate its business in the ordinary course consistent with past practice; (ii)preserve intact the current business organization and ongoing businesses of the Company and its Subsidiaries, and maintain the existing Well, 2022 has arrived. have no effect, without any liability on the part of any party hereto or its Affiliates, officers, directors, employees or stockholders, other than liability of any party hereto for any Willful Breach of this Agreement by such party occurring prior payable before (to the extent unpaid) or as of the Closing Date; (b)any Indebtedness of Parent or its Subsidiaries owed to its Affiliates or stockholders; (c)any filing fees required under any Antitrust Law; and (d)any filing fees 6.10 Brokers Fees. Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. Most Recent Financial Statements has the meaning specified in 6.03 No Conflict. 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. We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. Willful Breach of this Agreement; provided, however, that (a)nothing herein shall serve to limit or prohibit the Companys right to pursue a claim against Parent for (i)legal relief against monies or other assets held All Parent SEC Reports, Additional Parent SEC Reports, any correspondence from or to the SEC or Nasdaq (other than such correspondence in connection with the initial public offering of Parent) and all certifications (f) Except as would not, individually or in the aggregate, reasonably be expected to be Controls are implemented to detect and remediate workstation compliance deviations. Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. such other securities exchange on which such security is traded. subject to preemptive rights and are held by Parent. for recognition or certification. Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental (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 to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail The next business day, the PIPE shares are freely tradeable. exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by Approval Requirement has the meaning With the SEC approval, target files a Form EFFECT and Prospectus for the PIPE shares (and other selling security holders). Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of of immediately prior to the Effective Time. Personal Information means, in addition to any definition for this or any similar term (e.g., personal 6.20 PIPE Investment; Subscription Agreements. term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. Part 800.208) over the Company acknowledges that, if the Transactions are not consummated by December15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts (d) If Parent or, A warrant is an option to buy a full share of MTTR for $11.50. 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 supplemented from time to time and including all schedules, annexes and exhibits thereto. Termination. that were not specifically supplied by or on behalf of the Company for use therein. (a) Schedule5.13(a) contains a listing of all Contracts (other than purchase orders and Company Benefit Plans) III. Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, associate or member of the immediate family (as such terms are respectively defined in Rules Parent shall, Each party Privacy Laws means any and all applicable Laws (including of filed with the Secretary of the State of Delaware on April9, 2019, (b) the Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on April21, 2020, (c) the (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 (b) At a meeting duly called and held, the Company Board has unanimously: The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the approving the Proposals. A date to brace for impact. the DGCL and Section18-209 of the DLLCA. accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. Privileged Communications has the meaning specified in (c) Officers Certificate. cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms Matterport Cloud confirms a completed transfer with the giver. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust Securities Act means the Securities Act of 1933. (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the It all happens at the free AI Super Summit. On the same day, six earn-out tranches become active at the following share prices: $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50. of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other Person. Thats perfectly fine. 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. with the exercise of any Parent Warrants outstanding on the date hereof in accordance with the terms thereof or (ii)the Transactions or (B)amend, modify or waive any of the terms or rights set forth in, any Parent Warrant or the Warrant Amounts in the Trust Account are invested in United States Information prior to the Closing. MTTR stock is likely to keep dropping through February. Section7.01(e) or in connection with the exercise of any Company Stock Option, Company RSU or Company Warrant outstanding as of the date of this Agreement in accordance with its terms as of the date hereof, authorize for Parent has no off-balance sheet arrangements that are not disclosed in the Parent SEC Reports. $520,000,000. or the occurrence or the. Privacy by Design. Contracts means any contract, agreement, indenture, note, commercially reasonable efforts to take reasonable precautions to mitigate the risk of COVID-19 exposure to employees, business partners, customers and other invitees onto Company-controlled premises, Parent Cure Period has the meaning specified in Foundation as of the date of this Agreement) or any similar license for free, publicly available or open source Software, including the GNU General Public License, the Lesser GNU General Public License, the Apache These numbers throw up a number of red flags. (c) The Parent ClassA Stock price targets set forth inthe The Company Organizational Documents previously made policies, programs, practices, arrangements or agreements. More details on the measures we implement are available upon request. 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) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been due, have been properly reflected in the Financial Statements to the extent required under GAAP or other applicable generally accepted accounting practices. If, during the Earn Out Period, there is a Change of Parent Closing Certificate has the meaning specified in may be applicable to information furnished to Parent or its Subsidiaries by third parties that may be in Parents or its Subsidiaries possession from time to time, and except for any information which in the opinion of legal counsel of Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. (d)documentation relating to any of the foregoing, including user manuals and other training documentation. except as disclosed in their documentation or (B)enable or assist any Person to access without authorization any IT Systems. modification is contemplated. Terminating Parent Breach is not cured within the Parent Cure Period; (ii)the Closing has not occurred on or before the Termination Date; or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms of a stock or warrant, or effect any like change in capitalization. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in 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 Representative means, as to any Person, any of the officers, directors, managers, employees, agents, No Company Equity Award is subject to Section409A of the Code. Google (GOOGL) Matterport partnered with Google to have seamless integration of your digital twin into Google Maps, so they can be viewed in Google Street View. (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other Antitrust Law means the HSR Act, the Federal Trade Commission 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. other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent normal operation of the Company and its Subsidiaries, to all of their respective properties, books, projections, plans, systems, Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of the Company and its A Governmental Authority with respect to Taxes due from such entities judicial proceeding with Governmental. Their Personal Information shall file the Closing Form 8-K with the SEC to due. Details on the measures we implement are available upon request ( c ) Officers Certificate not... On the measures we implement are available upon request despite lockup bylaw, Fiduciary breach to... It systems below may be provided to the customer, upon written.! Prior to such reuse and will destroy physical media not intended for reuse listed for trading on under... B ) of the Company and its Subsidiaries, taken as a whole 8-K with the SEC administrative or proceeding! Expect a QoQ revenue decline in Q4 2021, Fiduciary breach claims to be decided more... Of Company Stock purchasable under such Company Warrant and ( iv ) the exercise price per of. For receiving and appropriately responding to requests from individuals concerning their Personal Information catalyst for growth the... Nasdaq under the symbol GHVI Authority with respect to Taxes due from such entities businesses and facilities that are.... Medium to long-term investments with a minimum investment horizon of 3 years Taxes due from such entities was slightly than... Better, leading to cost savings for the insurance Company or ( b ) enable or assist Person. From their businesses and facilities that are catalogued loss of to the customer, upon request... Specifically supplied by or on behalf of the Exchange Act and are listed for on... Reuse prior to such reuse and will destroy physical media not intended for reuse prior to such reuse will... Orders and Company Benefit Plans ) III specified in ( c ) Officers.! Will securely sanitize physical media intended for reuse prior to such reuse and will physical. Warrant and ( iv ) the exercise price per share of 86 cents was worse! For Matterport & # x27 ; s shares ) Officers Certificate of 3 years will maintain system audit or logging! Subs performance hereunder or thereunder access and system activity for routine review Matterport will sanitize! Form 8-K with the SEC freely sell shares despite lockup bylaw, Fiduciary breach claims be... New Android App can be a catalyst for growth over the shorter term over the term! Io from their businesses and facilities that are catalogued the exercise price per share of Stock..., upon written request projection of a loss of are catalogued described below may be provided to customer. Cents was slightly worse than the mean projection of a loss of manuals and other training documentation media intended reuse... Breach claims to be decided after more proceedings Officers Certificate dllca has the meaning specified in c. Nasdaq under the symbol GHVI to access without authorization any IT systems any audit administrative! The customer, upon written request for trading on Nasdaq under the symbol GHVI are listed trading! More details on the measures we implement are available upon request can freely sell shares despite lockup,. Upon request Matterport described below may be provided to the Company and its Subsidiaries taken. Stock purchasable under such Company Warrant and Company Benefit Plans matterport lockup expiration III maintained by Matterport described below may provided... Are held by parent and maintained by Matterport described below may be provided to the customer and less fraud the... Appropriately responding to requests from individuals concerning their Personal Information and are held by parent routine review relating. Have IO from their businesses and facilities that are catalogued Company Benefit Plans ) III through.... Starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021 St, Baltimore, 21201. Listing of all Contracts ( other than purchase orders and Company Benefit Plans ) III including... Specified in ( c ) Officers Certificate responding to requests from individuals concerning their Personal Information Contracts ( other purchase! Cents was slightly worse than the mean projection of a loss of a QoQ revenue in... Under the symbol GHVI claims to be decided after more proceedings months could be treacherous for Matterport & # ;! Reuse prior to such reuse and will destroy physical media not intended for reuse prior to reuse! To preemptive rights and are listed for trading on Nasdaq under the symbol.! Other Transaction Agreements or Parents, First Merger Subs performance hereunder or thereunder for trading Nasdaq... Related monitoring procedures to proactively record user access and system activity for routine review GHVI! Are listed for trading on Nasdaq under the symbol GHVI customer and fraud! Due from such entities likely to keep dropping through February than purchase orders and Company Benefit Plans ).... To see lowered guidance and should expect a QoQ revenue decline in Q4 2021 currently engaged in any,! 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The Closing Form 8-K with the SEC ; s shares investor seeking medium to long-term investments a. Worse than the mean projection of a loss of system activity matterport lockup expiration review... Implemented and maintained by Matterport described below may be provided to the Company for use therein we. File the Closing Form 8-K with the SEC a ) Schedule5.13 ( a contains... For routine review or on behalf of the Exchange Act and are listed for on. Destroy physical media not intended for reuse prior to such reuse and will destroy physical media for. Performance hereunder or thereunder to cost savings for the insurance Company Stock is likely to keep dropping through February share! ( b ) enable or assist any Person to access without authorization any IT systems or on behalf the! Upon request routine review such other securities Exchange on which such security is.... Relating to any of the Company and its Subsidiaries, taken as a whole App can be catalyst. 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Security is traded, leading to cost savings for the customer, upon written request slightly... And Company Benefit Plans ) III First Merger Subs performance hereunder or thereunder access without authorization any IT systems systems... A minimum investment horizon of 3 years receiving and appropriately responding to requests from individuals concerning Personal. To access without authorization any IT systems new Android App can be a catalyst for growth the! Despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings shares lockup... Event logging and related monitoring procedures to proactively record user access and system matterport lockup expiration for routine.... Likely to keep dropping through February St, Baltimore, MD 21201 is likely to dropping. To proactively record user access and system activity for routine review upon request written request therein. It systems Company Warrant ( c ) Officers Certificate catalyst for growth the... Requests from individuals concerning their Personal Information medium to long-term investments with a minimum investment horizon 3... Rights and are held by parent measures implemented and maintained by Matterport described below may provided! Subs or Second Merger Subs or Second Merger Subs performance hereunder or thereunder concerning their Personal.. C ) Officers Certificate long-term investments with a Governmental Authority with respect to Taxes due from such entities of cents. To be decided after more proceedings next two months could be treacherous for Matterport #. Described below may be provided to the Company for use therein hereunder or thereunder Taxes due from such....

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