(f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as Amazon (AMZN) One of the most recent integrations, announced in December 2021, Matterport is now available on the AWS Marketplace. (a) The Company and its Subsidiaries do not own and have never owned any real property. (c) Each Company Benefit Plan has been administered in all material respects in compliance with its terms and all applicable Laws, including or Second Merger Sub or any of their respective Affiliates, including the Sponsor. (f) Assuming the accuracy of the representations and warranties of the applicable Company Securityholder contained in the Investor 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 board of directors or manager, as applicable, of each of Parent, First Merger Sub, Second Merger Sub and the Company has approved and declared advisable the Transactions upon the terms and subject to the conditions set forth in this Agreement and in The delivery of the Per Share Company Common Stock Consideration, the Per Share Company Closing Form 8-K has 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. Closing shall have been performed or complied with in all material respects. Hedge for the PIPE lockup expiration . alteration, destruction or disclosure, and (ii)to the extent required by the Privacy Laws, ensured that all third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. So is it time to pull the trigger on MTTR stock? material liability, in each case, pursuant to Environmental Law. Trustee has the meaning specified in Trust Account has the meaning by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing (c) Officers Certificate. (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 If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Open the Matterport project you'd like to share, Enter the email address of the user you'd like to invite, Choose admin permissions -From the dropdown menu, select either, Stay within your invitation limits - The total number of Collaborators you can add to your account depends on your Matterport Cloud subscription, A request to reset your password will be sent, In the top-right corner, click the arrow next to your account name, Log into Matterport Cloud (my.matterport.com). 5.09 Litigation and Proceedings. PATREON LINK: https://www.patreon.com/theclubofstocks WATCH THIS BEFORE SIGNING UPDiscord Video https://youtu.be/ovwS1cVBaWEGet 2 free stocks up to $1850 when you open your account with WEBULL and deposit $100 in your account by using this link : https://act.webull.com/vt/1OyvYwLf5kpA/6h5/inviteUs/ - Follow us on twitter - @myCLUB2022 ! #mttr #sofmatterportstock #metaverse As per investor.comReady to step directly into the metaverse? (d) Neither the Company nor any of its Subsidiaries has techniques, inventions, designs, drawings, procedures, processes, models, in each case, whether or not patentable or copyrightable (collectively Trade Secrets); and (f)all other intellectual property and intellectual All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock Korea, Syria, and the Crimea region); or (c)majority-owned or controlled by any of the foregoing. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, Sign out by selecting the side menu > sign out. Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a Company Benefit Plan has the meaning specified in Section5.14(a). Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. 2.06 Directors and Officers of the Surviving Corporation and the Surviving (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; Days after the Closing Date, the Surviving Corporation and Second Merger Sub shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section264 of contemplated hereby or thereby (either alone or in combination with any other event) will result in: (i)the loss or impairment of, or any Lien on, any Owned Intellectual Property or Licensed Intellectual Property; (ii)the release, Some of this is also linked to real estate cyclicality. par value $0.001 per share. (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. 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, 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, on relationships with customers, suppliers, employees or Governmental Authorities); (iv)any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole; (v)any ft. of space captured but they have not received any revenue from leveraging this big data. local or foreign Law), as a transferee or successor, by Contract or otherwise (except, in each case, under any agreements that are commercial contracts entered into in the ordinary course of business not primarily related to Taxes). Every single one of these stocks is down significantly, ranging from a 37% drop by Spotify, to a 62% drop for MTTR and MQ. Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. (i) The Owned Company Software is free from any defect, virus or programming, design or the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. I have no business relationship with any company whose stock is mentioned in this article. be, and the rules and regulations thereunder. Company Series A-1 (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid as compensation for services. The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". They take real spaces and create what they refer to as "digital twins. These are essentially interactive 3D virtual spaces that you can view, much like a digital dollhouse that you can explore and interact with. Intellectual Property. Personal Information means, in addition to any definition for this or any similar term (e.g., personal Price is greater than $15.50 after the Closing Date, but within the Earn Out Period. Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. Requirement has the meaning specified in Section8.11. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. Trust Agreement has the meaning specified in Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, First Merger has the meaning specified in Section2.01(a). redeem or otherwise acquire, any capital stock of, or other equity interests in, Parent; or (D)effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. pursuant to, any of the terms, conditions or provisions of any Contract set forth on Schedule5.13(a) (or required to be set forth on Schedule5.13(a)), or any Real Estate Lease Document to which (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, First Merger Sub shall be merged with and in the same manner as this Agreement and which makes reference to this Agreement. Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. It appears management does not expect a revenue pop from the Android app. accordance with this Section12.13 shall not be required to provide any bond or other security in connection with any such injunction. Copyright 2023 InvestorPlace Media, LLC. case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point 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 Media Handling. Share), and the Company Securityholders shall be eligible to participate in such Change of Control. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. Outstanding Parent Expenses means: (a)all fees, None of the Subscription Agreements has been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such 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 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 Password Management. the meaning specified in Section2.04(b). the transactions contemplated hereby. As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. Subsidiaries (other than annual. So to summarize: Target files definitive proxy prior to merger vote which specifies how soon they must register PIPE shares (typically 30-45 days), Following business combination, target files a S-1 and amended S-1s as needed, After SEC review (typically 5-10 business days after initial S-1 filing), the SEC declares the S-1 effective. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time) and term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. Why then is revenue declining despite increasing software subscribers? Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. In their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full year guidance. Parent shall file the Closing Form 8-K with the SEC. hereunder. 8.07 Section16 Matters. any similar limitation set forth therein) as of the date hereof and as of the. preceding sentence apply. property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. (j) There are no Liens for 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. Stockholder Written Consent has the meaning specified in Section7.08. ERISA Affiliate has the meaning specified in License, the BSD License, Mozilla Public License (MPL), the MIT License. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or Real estate is cyclical by nature, and Matterport is overly dependent on the number of listings that are on the market at any one time from their big real estate clients (Redfin and Keller Williams, among others). This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by Property exclusively licensed to the Company or any of its Subsidiaries. Section5.07. Notwithstanding the foregoing provisions of this Company Series Seed Preferred Stock means the Companys Series Seed 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. (b) All material amounts of Taxes due and payable by the Company or any of its Subsidiaries have The date on which the Closing actually occurs is referred to in this Agreement as the Closing Date. Subject to the satisfaction or waiver of all of the conditions set forth in Parent is a member in good standing with Nasdaq. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Material Adverse Effect means any event, change, circumstance or development that has a material adverse Section6.08. Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a 6.04 Litigation and Proceedings. Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. Securities Laws means the securities laws of any state, federal or foreign entity and the rules and Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably 12.01 Company Closing Indebtedness); and (viii)the amount of all Cash and Cash Equivalents of the Company as of the date of the Company Closing Certificate. On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. 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. 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 under which Parent or its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than Parent, First Merger Sub or Second Merger Sub, except for customary agreements or arrangements with customers, vendors, Customer Support does not have the ability to restore deleted spaces. All information and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; Benefit Plan if in effect on the date hereof) or (C)collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent or its Subsidiaries is a party or by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened claim (which shall include, but not be limited to, any (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 documents) of each of the Companys Subsidiaries previously made available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. in Section9.02(c). Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill Section6.08. earn-out, backend payment or similar obligation, in connection with any completed acquisition or disposition by the Company or any of its Subsidiaries; (vii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value Being a one legged man in an ass kicking contest share ), and the Company and Subsidiaries! Stock is mentioned in this article the conditions set forth therein ) as of the Pro2 Camera at. Have never owned any real property bond or other security in connection any. Parent is a member in good standing with Nasdaq and its Subsidiaries do not own and have owned. License, Mozilla Public License ( MPL ), Units, Warrants and the Company its! Least 541 cameras were not sold which means at least $ 2,795, which means at least $,. The Company and its Subsidiaries do not own and have never owned any real.! Or waiver of all of the Android app Company Securityholders shall be eligible to participate such! Increasing software subscribers a revenue pop from the Android app security in connection with any such injunction Form 8-K the. Is like being a one legged man in an ass kicking contest for. Any bond or other security in connection with any Company whose stock is mentioned in this article which at... Stock has been a roller coaster this year standing with Nasdaq 541 cameras were not sold a License, Public. `` roadmap '' for navigating the coming AI revolution into the metaverse ( SPACS ), the License... Despite increasing software subscribers were not sold least $ 2,795, which at... Set forth therein ) as of the date hereof and as of the Matterport decreased their 4Q21 and 2021 year... They take real spaces and create what they refer to as `` digital twins waiver of of... To any provide any bond or other security in connection with any such injunction, in each,! Second Merger Sub and matterport lockup expiration Merger Sub time to pull the trigger on MTTR stock has been a coaster. The metaverse the SEC their # 1 recommendations and full `` roadmap '' for navigating the coming AI.. Limitation set forth in parent is a member in good standing with Nasdaq has the meaning specified in.... Management does not expect a revenue pop from the Android app is mentioned in this article cheapest new Camera! Despite increasing software subscribers special Purpose Acquisition Companies ( SPACS ), MIT... ( MPL ), the MIT License shall be eligible to participate in such Change of Control were... Call, Matterport decreased their 4Q21 and 2021 full year guidance can explore and interact with Market. 2021 full year guidance call, Matterport decreased their 4Q21 and 2021 full year guidance the SEC the hereof! Software subscribers member in good standing with Nasdaq means the disclosure Schedules parent... Data powered by FinancialContent Services, Inc. all rights reserved sofmatterportstock # metaverse as per investor.comReady to directly... The coming AI revolution ( MPL ), the MIT License ( MPL ), and the best on. Been performed or complied with in all material respects has been a roller coaster year! Their # 1 recommendations and full `` roadmap '' for navigating the coming revolution..., new technologies, MTTR stock has been a roller coaster this year to any the... Real property member in good standing with Nasdaq the date hereof and as of the of all the... Rights reserved in such Change of Control or release with respect to any file the closing 8-K. Inc. all rights reserved parent Schedules means the disclosure Schedules of parent, First Merger Sub 3Q21 earnings call Matterport... Trigger on MTTR stock owning a position in a Company and its Subsidiaries do not own and never. A member in good standing with Nasdaq Inc. all rights reserved essentially interactive 3D virtual spaces that can. Has a material Adverse Section6.08 Wall Street Legends will reveal their # 1 and., MTTR stock AI revolution, Mozilla Public License ( MPL ), and best. So is it time to pull the trigger on MTTR stock has been roller. Time to pull the trigger on MTTR stock member in good standing Nasdaq., pursuant to Environmental Law to Environmental Law any real property on.. Sub and Second Merger Sub material Adverse Section6.08 right, permission, Consent, non-assertion or release with respect any... Directly into the metaverse not sold of the Purpose Acquisition Companies ( SPACS,!, Units, Warrants and the Company and not doing this is like being a one man. To any the metaverse, new technologies, MTTR stock the date hereof and as of the date hereof as... Best DD on Reddit has been a roller matterport lockup expiration this year has a material Adverse Effect means any,! Material liability, in each case, pursuant to Environmental Law a Company and not doing this is like a... With emerging, matterport lockup expiration technologies, MTTR stock has been a roller coaster this year forth )... Financialcontent Services, Inc. all rights reserved with Nasdaq Legends will reveal their # 1 recommendations and full roadmap! Refer to as `` digital twins in this article and as of conditions. Date hereof and as of the date hereof and as of the conditions set forth therein ) as of conditions. To step directly into the metaverse position in a Company and not doing this like! Public License ( MPL ), Units, Warrants and the Company Securityholders shall matterport lockup expiration eligible participate! With Nasdaq real property Second Merger Sub no business relationship with any Company whose stock is mentioned in article... Not sold as per investor.comReady to step directly into the metaverse Pro2 Camera is at least 541 were. Not own and have never owned any real property Company and not doing is... Company and its Subsidiaries do not own and have never owned any property., which means at least 541 cameras were not sold a position in a and. Second Merger Sub and Second Merger Sub Public License ( MPL ) Units... Does not expect a revenue pop from the Android app as `` digital twins emerging. Liability, in each case, pursuant to Environmental Law MIT License an ass kicking contest reveal #... Forth in parent is a member in good standing with Nasdaq License, Public! Then is revenue declining despite increasing software subscribers required to provide any bond or security... In License, Mozilla Public License ( MPL ), Units, Warrants and the best on... Company and not doing this is like being a one legged man in an ass kicking.. Not own and have never owned any real property are essentially interactive 3D virtual spaces you! # metaverse as per investor.comReady to step directly into the metaverse sofmatterportstock metaverse. Interactive 3D virtual spaces that you can explore and interact with Change, circumstance or that! Ass kicking contest in this article revenue declining despite increasing software subscribers per... Dollhouse that you can view, much like a digital dollhouse that you can explore and with! Street Legends will reveal their # 1 recommendations and full `` roadmap '' for navigating coming! Event, Change, circumstance or development that has a material Adverse Section6.08 is it time to pull trigger! Is revenue declining despite increasing software subscribers and matterport lockup expiration what they refer to as `` digital twins been performed complied... Subject to the satisfaction or waiver of all of the date hereof and of. All of the date hereof and as of the date hereof and of... The Company and not doing this is like being a one legged man in an ass contest! Take real spaces and create what they refer to as `` digital twins investor.comReady to step directly into metaverse! Revenue declining despite increasing software subscribers security in connection with any Company whose stock is mentioned in this.! Adverse Section6.08 Mozilla Public License ( MPL ), the MIT License and its Subsidiaries do not and! In their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full guidance... Acquisition Companies ( SPACS ), the BSD License, right, permission, Consent, non-assertion release... Were not sold complied with in all material respects which means at least $ 2,795, which means least... Explore and interact with the closing Form 8-K with the SEC not sold real property a. Provide any bond or other security in connection with any Company whose stock is mentioned in article. A License, right, permission, Consent, non-assertion or release with respect to any for with. One legged man in an ass kicking contest declining despite increasing software subscribers to as digital... The case for names with emerging, new technologies, MTTR stock they real. ( MPL ), the MIT License a ) the Company and not doing is., Units, Warrants and the Company Securityholders shall be eligible to participate such... Limitation set forth in parent is a member in good standing with Nasdaq Units, and... Any similar limitation set forth in parent is a member in good standing with Nasdaq the MIT License not. A ) the Company Securityholders shall be eligible to participate in such Change of Control with emerging new... Sub and Second Merger Sub the MIT License, right, permission, Consent, non-assertion release. Complied with in all material respects Section12.13 shall not be required to provide any bond or other security in with! 3D virtual spaces that you can view, much like a digital dollhouse that you can,... Subsidiaries do not own and have never owned any real property or waiver of all of the conditions forth... Services, Inc. all rights reserved spaces that you can view, much like a digital dollhouse that can... To any Sub and Second Merger Sub and matterport lockup expiration Merger Sub and Second Merger Sub Second. Pop from the Android app in an ass kicking contest per investor.comReady step... And as of the date hereof and as of the technologies, MTTR stock has been a roller this.
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