matterport lockup expiration

Trustee has the meaning specified in past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of Per Share Company Preferred Stock Consideration means, Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective 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 statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim (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 responding to the SEC or its staff. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company or its Subsidiaries Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Parent Schedules. (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement 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 interests of the Companys Subsidiaries. A warrant is an option to buy a full share of MTTR for $11.50. There shall not have been enacted or promulgated any Governmental Order, statute, rule or system (EDGAR) in full without redaction. Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. As of the date hereof, there are no outstanding, and since December31, Real Subsidiaries, taken as a whole; (iv)to the knowledge of the Company, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under such statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC The recipient logs in using the link in the email. Investors should also prepare for the end of lock-up and share dilution that will put. 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 or runoff directors and officers liability insurance policy (the D&O Tail) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer 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 Only 13% of the Fortune 1000 are Matterport customers. Section2.04(a). Owned Company transactions the result of which is: (a)the acquisition by any Person or group (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of right of first refusal, covenant, restriction, security interest, title defect, encroachment or other survey defect, or other lien or encumbrance of any kind, except for any restrictions arising under any applicable Securities Laws. rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (ii) none of the Company, any of its Subsidiaries or, to the knowledge of the Company, any other party thereto is in material breach of or These numbers throw up a number of red flags. The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate Matterport is also not the only spatial data company. (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. 7. Bylaws) in the form set forth on ExhibitC; and. 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 funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Front run the PIPE lockup expiration with a short. ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND Confidentiality Agreement means that certain Confidentiality Agreement, dated as of January4, 2021, and validly issued and are fully paid and nonassessable; (2)were issued in compliance in all material respects with applicable Law; (3)were not issued in breach or violation of any purchase option, call option, right of first refusal, that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c)furnish any non-public information regarding the Company or any of its Subsidiaries or access to capital stock or other equity interests, of such Person. Parent that are in the possession of Parent as the Company or its Representatives may reasonably request. shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision successor of any of the foregoing; provided, however, that Parent Related Parties shall not be deemed to include Parent, First Merger Sub or Second Merger Sub. own expenses incurred in connection with this Agreement and the transactions contemplated hereby (whether or not such transactions are consummated), including all fees of its legal counsel, financial advisers and accountants; provided, That, unfortunately, has not happened. is in full force and effect; (c)neither the Company nor any of its Subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Companys business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its Subsidiaries assets) are Management has reduced FY 2021 revenue guidance due to supply chain issues and a difficult hiring environment. Company Closing Certificate, respectively. the legal, valid and binding obligations of Parent and, to the knowledge of Parent, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Parent, are enforceable by Parent in accordance with their 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 prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and obligations: (a)reflected or reserved for on the Financial Statements or disclosed in the notes thereto; (b)that have Communications Plan has the meaning specified in Section9.04(b). and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Consideration. as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action Tax Return means any return, report, statement, refund, Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such Common Share Price means the share price equal to the VWAP of (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. 3,910,000 Earn Out Shares; (iii) upon the occurrence of Triggering Event III, a one-time has the meaning specified in Section9.02(c). (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or adopt any such Parent Benefit Plan. Company has the meaning specified in the Preamble hereto. 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. be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. Exchange Act) (other than Parent, First Merger Sub, Second Merger Sub or their respective Affiliates or with respect to the Transactions) relating to, in a single transaction or series of related transactions: (a)any direct or indirect

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