The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . in order to satisfy the requirements of Section424(a) of the Code. Matterport has >80% downside heading into their next earnings and lock-up expiration. Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental Financial Derivative/Hedging Arrangement means any transaction (including an agreement with respect thereto) such users knowledge to gather or transmit information on such user or such users behavior. Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Mergers treated as compensation, the parties shall cooperate to pay such amounts through the Companys or its aggregate. the extent of any conflict with the provisions of this Section9.01, each of Parent and the Company shall, and shall cause their respective Subsidiaries to: (a)use commercially reasonable efforts to assemble, prepare a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal of ERISA and regulatory guidance issued thereunder, and neither the Company nor any current or former employee that serves as a fiduciary under any Company Benefit Plan has engaged in any breach of fiduciary duty (as determined under ERISA) nor, to Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February19, 2019, as amended by (a)the Certificate of Amendment of the Certificate of Incorporation of the Company, has the meaning specified in Section9.02(c). under any Sanctions Laws, (iii). (b) 8.04 Inspection. Subscriber in any respect, in each case, except for such assignment or transfers contemplated by or permitted by the Subscription Agreements. into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries to payments or benefits or any loan forgiveness, in each case, from the Company or any of its Subsidiaries or Affiliates. 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 Governmental Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; (c)violate or result in a default or breach of any provision of or the loss of any benefit under, constitute a default Explore a Matterport Space on the web or through an iOS app. prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. First Merger Sub has the meaning specified in the Preamble hereto. As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and such other securities exchange on which such security is traded. Customers may also request at any time Matterports Trust Package, which includes the most recent SOC2 Type II report, and the latest penetration testing report by visiting Matterports Trust Center located at https://matterport.com/trust. in Section11.01(a). GAAP means United States generally accepted accounting principles, consistently applied. incorporated or otherwise organized. Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on (g) The phrases delivered, provided to, furnished to, made is a party or by which any of its assets are bound. all material respects as of the date hereof and as of the 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 threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Companys or any of its Subsidiaries compliance with or liability under Environmental Law. Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ArticleX and provision of notice thereof to Continental (which notice Parent shall provide to Continental in share. cash, stock or property) to the stockholders of the Company in their capacities as stockholders; (ii)effect any recapitalization, reclassification, split or other change in its capitalization; (iii)except as permitted under 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, Matterport should simply not be valued as a high growth company until they can show high revenue growth. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a)each Material Permit is in full force and effect in accordance with its terms; (h) Except as of the Company or one or more of its Subsidiaries currently covered by a directors and officers liability insurance policy of the Company or one or more of its Subsidiaries on terms with respect to coverage, deductibles and amounts no cure period) under any such Contract; (iii)since December14, 2020, Parent has not received any written or, to the knowledge of Parent, oral claim or notice of material breach of or material default under any such Contract; (iv)to Matterport uses a freemium model to build their subscriber base. with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a Hazardous Terminating Company Breach), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the 12.03 Assignment. (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be 6.20 PIPE Investment; Subscription Agreements. consistent with past practice and (ii)Outstanding Company Expenses. The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such equity interests; (B)transactions between the Company and any of its wholly-owned Subsidiaries or between quotes delayed at least 15 minutes, all others at least 20 minutes. There is no unsatisfied judgment or any open injunction binding upon the Company or They are trading at a high revenue multiple with challenges putting pressure on their growth. 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). 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. not be satisfied at the Closing (a Terminating Parent Breach), except that, if such Terminating Parent Breach is curable by Parent through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. qualified or until his or her earlier resignation or removal. Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue earnings, cash flow or cash position (it being understood that the facts giving rise to such failure may be taken into Korea, Syria, and the Crimea region); or (c)majority-owned or controlled by any of the foregoing. 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 Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information ordinary course of business consistent with past practice. $0.0001 per share. ft. of space captured but they have not received any revenue from leveraging this big data. 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 to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. Account as permitted by the Trust Agreement). 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 Subsidiaries as Parent or its Representatives may reasonably request. moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. Representative means, as to any Person, any of the officers, directors, managers, employees, agents, prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. 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