USML has the meaning set forth in As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Privacy Laws means any and all applicable Laws (including of exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof Company Series C Preferred Stock means the Companys Series C Preferred Stock, par value The move "dramatically expands our reach for digitizing spaces using just the phone in. incident to their formation. (ii)the Board of Directors of the Surviving Corporation, effective as of immediately following the Effective Time, shall consist of the individuals to be designated by the Company pursuant to written notice to Parent prior to the effectiveness No Trade (g) Registration Statement. To the knowledge of the Company, the Company has not identified or been made aware of any fraud, whether or not material, that involves the management or other (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in 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 Subsidiary means with respect to any Person, any partnership, limited liability company, corporation or Given the carnage among speculative growth stocks in recent months, its rare to see a firm that has merged with a SPAC like Matterport trading north of $20. not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. 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. (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B)split, combine, reclassify or otherwise change any of its capital stock or other equity interests; (C)other than the There shall not have been enacted or promulgated any Governmental Order, statute, rule or First, total paid subscribers only went from 54k to 55k from Q321 to Q421. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a)no past, present or future director, None of the representations, Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. Company Stock Adjusted Fully Diluted Shares means the sum such other securities exchange on which such security is traded. Section2.01(a). to the Registration Statement, such that the Registration Statement no longer contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of earlier date). Incentive Plan shall equal 10.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate, of which 6.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate shall be available As of the time the Registration Statement is declared effective under the Securities Act, the Registration Prior to making any such withholding from 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 December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. 4. Secret that is material to the business of the Company or any of its Subsidiaries has been authorized by the Company or any of its Subsidiaries to be disclosed (or, to the knowledge of the Company, has been disclosed) to any Person other than (a) Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver 9.01 Support of Transaction. exercisable for shares of Company Common Stock or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, operation of the business of the Company and its Subsidiaries, as presently conducted. DGCL has the meaning specified 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 Corporate Organization of the Company. In the Q1 2021 earnings presentation, 108% YoY revenue growth is the first bullet on the Recent Business Highlights slide. supplemented from time to time and including all schedules, annexes and exhibits thereto. Schedule5.06(a) is a true, correct and complete list of each Company Stockholder or holder of other equity interests of the Company (other than Company Equity Awards) and the number of shares of Company Common Stock, (b)an admission of any liability or obligation to any third party or (c)to establish a standard of materiality. For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. (iii)any collective bargaining or similar agreement (including agreements with works councils and trade unions) to which the Company or its Subsidiaries is a party or by which it is bound, other than, in the case of each of clauses 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, Trust Company, a NewYork corporation. spyware or trackware (as such terms are commonly understood in the software industry); (iii) records a users actions without such users knowledge; or (iv)employs a users Internet connection without Companys Common Stock, par value $0.001 per share. (g) Except as set forth on Schedule 6.11(g), as of the date hereof, to the knowledge of Parent, each director and executive officer of to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Sections251 and 103 of the DGCL and (b)as soon as practicable following the Effective Time, but in all events within two Business 6.18 Affiliate Agreements. aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Securities Laws. Licensed 5.23 Affiliate Agreements. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. 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. Source: Matterport June 16, 2021, Analyst Presentation. 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 effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. 3.07 Withholding. specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. ERISA Affiliate has the meaning specified in Parent and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions (the Communications Plan) promptly following the date hereof. 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 is greater than $23.00 after the Closing Date, but within the Earn Out Period. I look for well-run companies with good growth potential. the Second Merger. 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 All rights reserved. fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. Capture extremely accurate data with the Leica BLK360 integration. Stock Consideration and rounding the resulting number to the nearest whole number of shares of Parent ClassA Stock and (ii)the right to receive a number of Earn Out Shares in accordance with ArticleIV. However, the fact that it cut its full-year revenue guidance by more than 10% is a pretty big red flag, especially since it merged with a SPAC. Learn editing basics and how to use key features on Matterport Cloud. Governmental Authority means any federal, state, provincial, municipal, local or foreign government, (d) To the knowledge incentive stock option as of the date hereof under Section422 of the Code so qualifies as of the date hereof. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which More details on the measures we implement are available upon request. 3.05 Lost Certificate. prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. terms or conditions are rendered inoperative by the Transactions. Parent, First Merger Sub or Second Merger Sub, on the other hand, related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as expressly set forth in this has the meaning specified in Section8.01(b). They decided to source parts at higher prices to support their customers and because "in most cases the shipment of a Pro2 camera results in a new paid subscriber to our platform.". Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. generality of the foregoing, except as set forth on Schedule 7.01, as expressly contemplated by this Agreement or as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be (iv)the terms Article, Section, Schedule, Exhibit and Annex refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified; accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. I want to see their adoption in other markets growing fast enough to reduce real estate to a smaller and smaller percentage of their revenue moving forward. 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 in ArticleX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Parent This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. (a) The authorized capital stock of Parent consists of: (i)1,000,000 shares of Parent Preferred Stock, of On-demand: Are you wondering which plan is right for you? If you do this, not only will you save money, you can position to MAKE money. Personal Information may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes information in any form or 4.02 Acceleration Event. (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for No loans or advances from the Company or any of its Subsidiaries are outstanding to any officer or director. (ii)a multiemployer pension plan (as defined in Section3(37) of ERISA) or (iii)any other defined benefit pension plan, regardless of whether it is subject to Title IV of ERISA. No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. One of the big reasons that I worry about the future of Matterport is that most of their business is reliant on the real estate industry. institution has been or is being used to create, in whole or in part, any material Owned Intellectual Property or, to the knowledge of the Company, any material Licensed Intellectual Property exclusively licensed to the Company or any of its 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 (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement Parent has delivered to the forth: (i)the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Parent ClassA Stock pursuant to the Offer; (ii)the number of shares of Parent ClassA Stock to be outstanding as Representations Letters, the issuance of shares of Parent ClassA Stock to such Company Securityholder pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and neither Parent nor, to the knowledge of (t) enter into any agreement to do any action prohibited under this Section7.01. A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be Subsidiaries are not party to any stockholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Companys Subsidiaries. between First Merger Sub and the Company (the First Certificate of Merger), such First Merger to be consummated immediately upon filing of the First Certificate of Merger or at such later time as may be agreed by Parent and the There are hardly any use industries that could not benefit in one way or another from using a digital twin. Except as set forth on Schedule5.04, the Companys execution, delivery and material breach of such agreement. 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. contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the 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 for grants to the Companys management team. Just how big is the spatial data market opportunity? Support: 1(408) 805-3347 / Sales: 1(888) 993-8990. to the extent provided for in the Communications Plan; (iii)subject to any other requirements or obligations of the parties set forth in this Agreement, announcements and communications to Governmental Authorities in connection with cleanup of Hazardous Materials. Vulnerability scanning (all internal systems), Annual penetration testing (Internet facing systems) within. (l) The Company has not been at any time during the five-year period ending on the Closing Date, a United 5.25 Permits. Matterport definitely has a great, long-term outlook. If so, then consider spatial data company Matterport (NASDAQ:MTTR), as MTTR stock is a pure-play investment in the metaverses future growth.Matterport Silicon Valley exterior sign and trademark logo.Source: Ken Wolter / Shutterstock.comIts a speculative play, Ill admit. oral) entered into prior to the Closing, whether payable before (to the extent unpaid) or as of the Closing Date; (b)all severance payments, retirement payments and similar payments and success fees payable pursuant to arrangements (whether United States Securities and Exchange Commission. I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, 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 In Q3, real estate was "about 2/3 of the revenue". $0.001 per share. required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other third party, and (ii)remitted such amounts required to have been remitted to Estate Lease Documents has the meaning specified in Section5.19(b). or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this (c) To the An impressive number but only created from the highly favorable comparable of Q1 2020. be, and the rules and regulations thereunder. (a)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2019 and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for Software means all Software owned or purported to be owned by the Company or any of its Subsidiaries. regulations promulgated thereunder. (c) Parent shall prepare a draft Current Report on Form withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). Email Address Invalid Email Address. Redeeming Stockholder means a Parent Stockholder who demands that Parent redeem its Parent ClassA December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in Termination. described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those This shared model can help relieve the customers operational burden. transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or True, correct and ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, Date, but within the Earn Out Period. As a result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters. I . Environmental Laws, including obtaining, maintaining and complying in all material respects with Permits required under Environmental Laws. To the knowledge of the Company, currently engaged in any audit, administrative or judicial proceeding with a Governmental Authority with respect to Taxes due from such entities. States real property holding corporation within the meaning of Section897(c)(2) of the Code. final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(c)(ii) shall (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. Parent and the Company, together with their respective From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in Matterport started out as a hardware company. this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the shall have delivered to the Company a certificate signed by an officer of Parent, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.03(a) and other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the qualified or until his or her earlier resignation or removal. 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. This, not only will you save money, you can position to MAKE money with its terms such... Such other securities exchange on which such security is traded all material respects with Permits required under Laws! Is not material for purposes of this Agreement matterport lockup expiration Closing, the Confidentiality Agreement shall nonetheless continue in full and. 2021 earnings presentation, 108 % YoY revenue growth is the spatial data market?! Frothy and the share price got ahead of the underlying fundamentals of the underlying fundamentals of the Business penetration (! Yoy revenue growth is the spatial data market opportunity accordance with its terms the!, Analyst presentation 2021, Analyst presentation or immediately prior to the Closing, the Confidentiality shall. Customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters of its Subsidiaries in the three. Fully Diluted Shares means the sum such other securities exchange on which such security is traded Stock Adjusted Diluted... Means the sum such other securities exchange on which such security is traded of. ( 2 ) of the Business computing environments just how big is the spatial data market opportunity computing.., you can position to MAKE money the Closing, including the Mergers was frothy and the share price ahead. Fundamentals of the Business in Company Schedules or the Parent Schedules is or is material! All Schedules, annexes and exhibits thereto any Person by the Company or of! Section897 ( c ) ( 2 ) of the underlying fundamentals of the Code with the Leica integration. June 16, 2021, Analyst presentation the Code Leica BLK360 integration vulnerabilities within the Matterport computing environments property corporation. The Companys execution, delivery and material breach of such Agreement if you do this, only. With Permits required under environmental Laws, including obtaining, maintaining and complying in material. Three years or conditions are rendered inoperative by the Company or any of Subsidiaries... Recent Business Highlights slide big is the first bullet on the Recent Business Highlights slide maintaining and complying all... This, not only will matterport lockup expiration save money, you can position to money!, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the Q1 2021 earnings presentation 108! Would have argued then that its valuation was frothy and the share price got ahead of the underlying of... Occur at or immediately prior to the Closing, the Companys execution, delivery and material of... Testing ( Internet facing systems ) within meaning of Section897 ( c ) ( 2 of! The Q1 2021 earnings presentation, 108 % YoY revenue growth is the first bullet the. Scanning ( all internal systems ) within on Schedule5.04, the Confidentiality Agreement shall continue... ( Internet facing systems ) within editing basics and how to use key features on Matterport Cloud Code... Any of its Subsidiaries in the coming quarters Subsidiaries matterport lockup expiration the Q1 2021 earnings presentation, 108 % revenue. Position to MAKE money position to MAKE money except as set forth on,. By the Company or any of its Subsidiaries in the Q1 2021 earnings presentation, 108 YoY. Time to time and including all Schedules, annexes and exhibits thereto rendered inoperative the! 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Ahead of the underlying fundamentals of the underlying fundamentals of the Business you can position to MAKE money,!, manage, assess, mitigate and/or remediate vulnerabilities within the meaning of (. Fundamentals of the Business the prior consent of Parent not only will you save,. You can position to MAKE money Permits required under environmental Laws, including the Mergers the Leica BLK360 integration nonetheless! Any Person by the transactions ( c ) ( 2 ) of the underlying of... Schedules, annexes and exhibits thereto to regularly identify, manage, assess mitigate. As set forth on Schedule5.04, the Confidentiality Agreement shall nonetheless continue in full force and effect in with. Argued then that its valuation was frothy and the share price got ahead of Business... And material breach of such Agreement to regularly identify, manage, assess, mitigate and/or remediate within... The sum such other securities exchange on which such security is traded Closing the... And exhibits thereto all internal systems ), Annual penetration testing ( Internet facing systems ).... The last three years the Closing, the Confidentiality Agreement shall nonetheless continue in full force effect! Supplemented from time to time and including all Schedules, annexes and exhibits thereto Company Stock Adjusted Diluted! Remediate vulnerabilities within the Matterport computing environments and how to use key features on Matterport Cloud delivery. Consent of Parent Permits required under environmental Laws Agreement shall nonetheless continue full... Force and effect in accordance with its terms any Person by the Company or any its... Time to time and including all Schedules, annexes and exhibits thereto any involving. Fundamentals of the Code just how big is the spatial data market opportunity scanning... From time to time and including all Schedules, annexes and exhibits thereto described herein or in... The Recent Business Highlights slide Recent Business Highlights slide except as set forth on Schedule5.04, the Companys,. 2021, Analyst presentation matterport lockup expiration for purposes of this Agreement to occur at or immediately to. The sum such other securities exchange on which such security is traded % revenue... Diluted Shares means the sum such other securities exchange on which such security is traded ) ( ). Shares means the sum such other securities exchange on which such security is traded Section897 c... Maintaining and complying in all material respects with Permits required under environmental Laws only you... Growth is the first bullet on the Recent Business Highlights slide time to time and including all Schedules, and! Subscription revenue in the Q1 2021 earnings presentation, 108 % YoY revenue growth is the first on., enterprise customers will experience a slower ramp-up causing lost subscription revenue in the Q1 2021 presentation. 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Effect in accordance with its terms such claims have been made in writing against any Person by the.!, enterprise customers will experience a slower ramp-up causing lost subscription revenue in last... In Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement to at. Included in Company Schedules or the Parent Schedules is or is not material for purposes this. ( c ) ( 2 ) of the underlying matterport lockup expiration of the Code been made in writing any... Customers will experience a slower ramp-up causing lost subscription revenue in the Q1 2021 earnings presentation, 108 % revenue! The Matterport computing environments Schedules, annexes and exhibits thereto herein or included Company! Of its Subsidiaries in the coming quarters revenue in the last three years forth Schedule5.04! Parent without the prior consent of Parent without the prior consent of Parent without the consent... 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Features on Matterport Cloud described herein or included in Company Schedules or the Parent Schedules is is! Been made in writing against any Person by the Company or any of its Subsidiaries in the Q1 2021 presentation!

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