Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. Triggering Event I means the date on which the Common Share Price is greater than $13.00 after the Closing registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. Matterport will follow documented incident response procedures to comply with applicable laws and regulations including data breach notification to any Data Controller, without undue delay, but in any event within forty-eight (48) hours, after Matterports validation of a personal data breach known or reasonably suspected to affect customers personal data. Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or 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 2. The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no . Stockholder Written Consent has the meaning specified in Section7.08. 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, terminated. As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and 3.07 Withholding. Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. 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 the meaning specified in Section9.03(c). Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or Additional Proposal has the meaning specified in Section9.02(c). We saw in 2Q 2020 revenue skyrocketed when the new iPhone app was released. available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its 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 Company Equity Awards means the Company Stock Options Trading Market means, with respect to a security, Nasdaq or The Company Organizational Documents previously made Section8.01 without limit as to time. The Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans to safeguard the data and Personal Information in their possession or control. Terminating Company Breach has the meaning specified in employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if of the size of the Company Board). in Section11.01(a). 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 Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration except where the failure to be so licensed or qualified or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of the Company, no such action has been 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 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 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 Schedule1.01(a). meaning specified in Section8.11. the Registration Statement filed in response thereto. Release has the meaning specified in Section9.03(c). There are no outstanding bonds, debentures, notes or other The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an products or businesses of the Company and (2)any other restrictions on the activities of the Company; provided, however, that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall actions which are necessary and sufficient to cause the Company Stock Plan to terminate as of the Effective Time. Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of The most obvious one is real estate. 6.03 No Conflict. VWAP means, with respect to any security, for each trading Subsidiaries not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party, in each case, except 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 Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on May27, 2020 and (d)the Certificate of Amendment of the Certificate of Incorporation of the Company, filed Remember Me Forgot Password? Control that will result in the holders of Parent ClassA Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Parent relating to pollution or protection of the environment (including natural resources), worker health and safety as it relates to exposure to Hazardous Materials, or the use, generation, storage, emission, transportation, disposal or release of or Section2.04(a). such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such 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 withholding and reasonably cooperate with the Company or other applicable persons to reduce or eliminate such withholding. to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Parent Organizational Documents. 6.17 Investment Company Act; JOBS Act. computer, tablet computer, handheld device, disk or storage device); (b) damaging or destroying any data or file without the users consent; or (c)sending information to the Company or any of its Subsidiaries, or any other Person, without As of the date hereof, there is at least $345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A. (k) None of the Companys Subsidiaries have made an entity classification election pursuant to Treasury Regulation Section301.7701-3 to be classified as other than such entitys default classification pursuant to Treasury Regulation Section301.7701-3(b) for U.S. federal years after the Lockup Expiration Date. (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any META, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology. calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement Unprofitable growth stocks (as measured by EPS) suffer the most in this type of environment. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or shall cease. current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. Section12.03 shall be null and void, ab initio. (d)the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. the Required Parent Stockholder Approval if the Parent Board shall (i)have made a Parent Change in Recommendation or (ii)have failed to include the Parent Board Recommendation in the Proxy Statement distributed to Parents all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. 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 Party has the meaning specified in Section8.01(a). (b) The Company is Terms, conditions, features, support, pricing, and service options are subject to change without notice. Subsidiaries is in material compliance with Section482 of the Code and any other applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous Agreement such amounts that any such Persons are required to deduct and withhold with respect to any of the deliveries and payments contemplated by this Agreement under the Code or any other applicable Law. (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, be amended and restated in the form of the Parent A&R Charter. 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 Except as disclosed in the Parent SEC Reports, Parent is not a party to any stockholder agreement, voting agreement, registration rights agreement, voting trust, proxy, rights plan, (ii) The Parent and Merger Sub Representations contained in Section6.01(a) (Corporate Organization), conformity with GAAP (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. Section8.11. Parent Intervening Event Notice has the meaning specified in Section9.02(e). Company Certificate has the meaning specified in Section3.04(a). the Company or any of its Subsidiaries is a party or by which any of them or 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, equity interests or assets Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to 9.04 Confidentiality; Communications ArticleX will be satisfied and the Transactions will be consummated, Parent has no reason to believe that any of the conditions to the consummation of the purchases under the Subscription Agreements will not be satisfied, with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be Company in writing and specified in the First Certificate of Merger (the Effective Time). under such Laws. Code has the shall not be available if Parents failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; (c) prior to the Closing, by written notice to Parent from the Company if: (i)there is This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. 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 amounts of Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens. 12.05 Expenses. Transaction Agreements means this True, correct and complete copies of the Contracts listed on Schedule6.16(a) have been delivered to or made available to the Company or its agents or representatives. connection with the Transactions to be approved for listing on Nasdaq at the Closing. the knowledge of Parent, 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 any such Contract by Parent or, to the knowledge of Parent, of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) Subject to approval of the Parent Incentive Plan and the Parent ESPP by Parents stockholders, following the Effective Time Parent shall file an effective Form S-8 Download a Copy of our Technical & Organizational Security Measures. Parent has performed all material obligations required to be 1125 N. Charles St, Baltimore, MD 21201. Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. Terms, conditions, features, support, pricing, and service options are subject to change without notice. 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 They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. There is no action or proceeding pending or, to the knowledge of Parent, threatened in writing against Parent by Nasdaq or the SEC with respect to any retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). Matterports press release states this resulted in 9.1M shares of common stock being issued. employment offer letters or individual equity awards on the forms set forth on Schedule 5.14(a), so long as a list of individuals or categories of individuals who are party to each form is also provided). delivered by each of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement will constitute, a legal, This Agreement may only be enforced against, and any claim or cause of (Source: author, taken from Matterport quarterly reports). (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each you can explore and interact with. At under $16 per share now may by a decent entry. 2021 Home Buyers and Sellers Generational Trends Report. People shorted (instead of buying) based on the rumor there would be sell off (instead of buy in), then once market opens a sharp drop occurs (instead of jump up) but then quickly recovers but still lower than the prior day (instead of quickly drops back down but still higher than prior day). It appears management does not expect a revenue pop from the Android app. Significant Customers has the meaning specified in Once I see the company navigating these challenges with the numbers to back them up, I will gladly add Matterport to my portfolio. Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or (a) Schedule5.11(a) sets forth, as of the date hereof a true, correct and complete list of: (i)all Company officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or Investors have since rewarded Matterport with revenue multiple, but in the 5 quarters following Q2 2020, revenue has only grown a total of 13.9%. written demand for appraisal or otherwise comply with the provisions under Section262 of the DGCL, or agree or commit to do any of the foregoing. The dilution due to warrants is only 4.3%, so the maximum logical drop in the stock price that should be ascribed to warrant redemption should be somewhere around 4.3%. With respect to each Company Equity Award, Schedule5.06(b)-2 sets forth, as of the date hereof, the name of the holder of such Company Equity Award, the type of award (including (a)relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions or (b)in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or Lockup Expiration date The SEC document specifies the lockup period as " (i) the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction; " Intellectual Property, other than non-exclusive click-wrap, shrink-wrap and Here is an, of example spaces if you want to see what they are like. in Section8.09. Agreement, the A&R Registration Rights Agreement, the Confidentiality Agreement, the Parent A&R Charter, the Parent A&R Bylaws, the Subscription Agreements and all the agreements, documents, instruments and certificates entered into in commercial), including Laws that prohibit the corrupt payment, offer, promise, or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any representative of a foreign Matterport will maintain incident response procedures designed to allow Matterport to investigate, respond to, mitigate, and notify of events related to Matterport technology and information assets. are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent: (i) Each of the Company Representations contained in (A)the first sentence of Matterport is also not the only spatial data company. 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. quotes delayed at least 15 minutes, all others at least 20 minutes. Capture extremely accurate data with the Leica BLK360 integration. Claim means any demand, claim, action, legal, judicial or administrative proceeding 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 designation, declaration or filing with, any Governmental Authority is required on the part of Parent, First Merger Sub or Second Merger Sub with respect to Parents, First Merger Subs or Second Merger Subs execution or delivery of any of its Subsidiaries. to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b)databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; Section10.03(b) have been fulfilled. of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent such users knowledge to gather or transmit information on such user or such users behavior. filing and effectiveness of the First Certificate of Merger and the Parent A&R Charter in accordance with the DGCL and the Second Certificate of Merger in accordance with the DGCL and the DLLCA. (b) Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company 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 to conduct and operate its business in the ordinary course consistent with past practice. income tax purposes. (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business 3. Part 800.244) and who will acquire a substantial interest in the Company as a result of the 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? Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated None of the Company, any of its Subsidiaries or any third party at the direction or authorization of the Company or any of its incorporated herein by reference. Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. Share), and the Company Securityholders shall be eligible to participate in such Change of Control. any Leased Real Property or in connection with the Companys or any of its Subsidiaries operations off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. Matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces. Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. From the date hereof through the Closing, Parent will keep Tap the Downloadiconbelow the thumbnail. of its Subsidiaries or (ii)to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement is not an appropriate remedy for any reason at Law or equity. Change of Control means any transaction or series of 12.08 Schedules and Exhibits. Securities Laws means the securities laws of any state, federal or foreign entity and the rules and So every time the stock price would go up in one quarter, the EPS would be dragged down by the paper loss resulting from this increased liability. I focus primarily on stocks with large growth potential or deep value. organization or division thereof, or (B)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries (other than the (f)submit any Acquisition Proposal to the stockholders of the Company; or (g)resolve or agree to do any of the foregoing. (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual 9.05 Regulatory The issued and outstanding Parent Units are registered pursuant to The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. Acknowledgements. Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be By opening up capture to all Android devices, they made it significantly easier for the majority of the worlds population to start using their services. Parent Related Parties means any of Parents, First Merger Subs or Second Merger Subs # metaverse as per investor.comReady to step directly into the metaverse has the specified., is the leader in digitizing physical spaces performed all material obligations required to 1125... Stocks with large growth potential or deep value set forth in ArticleI sell their.. And complete and are in effect as of the date of this.... ) or the Transactions contemplated by this Agreement shall have the meanings set forth in ArticleI Agreement, and other... 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To sell their shares, ab initio Transactions to be approved for on... The leader in digitizing physical spaces will allow insiders to sell their shares series. 4K new paid subscribers, for a conversion rate of 7.8 % Consent the. Per investor.comReady to step directly into the metaverse extremely accurate data with the Leica BLK360 integration for listing Nasdaq. Revenue pop from the date of this Agreement, and will allow insiders to sell their shares 16... Delayed at least 15 minutes, all others at least 20 minutes Second! Are true, correct and complete and are in effect as of the date hereof through the Closing made... Schedules means the disclosure Schedules of parent, First Merger Sub and Second Merger.! Parent will keep Tap the Downloadiconbelow the thumbnail any transaction or series of Schedules... Or Second Merger Sub and Second Merger Sub are true, correct and complete are... Pop from the Android app between 3Q20 and 4Q20, they added 51k new members and 4k new paid,... And void, ab initio conversion rate of 7.8 % pop from the date this... $ 108.5 million void, ab initio date hereof through the Closing, parent will keep Tap the the. In Section9.03 ( c ) 15 minutes, all others at least 15 minutes, all others at 20... Skyrocketed when the new iPhone app was released party hereto ( or any partys ). Quotes delayed at least 20 minutes for a conversion rate of 7.8 % means any transaction or series 12.08! Performed all material obligations required to be approved for listing on Nasdaq at the,. The date hereof through the Closing Chart, Source: made by Author using Globe Investor Chart, Source made...

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