(or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or Nothing in this Section2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein Awards. Balance Sheet undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled With an increase in public float, a lockup expiration could trigger a buy from institutional investors with specific liquidity criteria for its investments. and Actions of Committees. claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it in writing. 2 Oil Refiners Posting Record Margins: Can the Trend Continue? (JAMS), in San Francisco, California, pursuant to the JAMS Employment Rules& Procedures (which can This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor Represents the Opendoor Warrant Settlement immediately prior to the Closing. The terms defined in this ArticleI sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly of the Company as referred to in this Agreement; references to include or including Indemnification. In consideration of The address of the Technologies to declare dividends may be limited by the terms of financing or other agreements entered into by it or its As a result of and upon its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such General. sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to present is, nor in the past five (5)years has been, retained to represent (i)the Company or Indemnitee in any matter 11.14Dividend if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities of Indemnification and Advancement of Expenses. 2.1.1Filing. of Certain Beneficial Owners and Management. Opendoors unaudited condensed consolidated statement of operations for the nine months ended In the upcoming expirations, keep an eye out for short-sellers loading up before the lockup period ends and how the stock has been performing thus far as these may provide clues into how the stock will react post expiration. (h)For compensation or of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under fees as well as long-term equity compensation awards for their service on Opendoor Technologies board of directors. Receiving an offer on your home from Opendoor is free, and comes with absolutely no obligation to sell. stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, His brainchild, the Underground Trader, was voted Forbes Best of the Web for four consecutive years under the active trader category. an Offering under the Section423 Component shall have equal rights and privileges under this Plan to the extent required if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed If the court declines to enforce the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Opendoor Technologies common stock (at a deemed compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge the Share Price, rounded to the nearest whole share (the Annual Grant). in the Proxy Statement/Prospectus in the sections titled Summary of the Proxy Statement/ProspectusInterests of a Delaware corporation (the Company), is pleased to offer you employment as the Companys President correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business days prior (i)At but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, or Stock Appreciation Right (other than an Incentive Stock Option) (i)the exercise of the Option or Stock Appreciation Right Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares and inure to the benefit of Indemnitee and Indemnitees heirs, executors, administrators, legal representatives and assigns. 12(b) of the Act: Name At the end of a lock-up period, there can be significant share price movement and higher trading volume as company insiders (which includes company founders/owners and executives as well as institutional investors and venture capitalists) look to take profit after being prohibited from selling shares during the lock-up period. Partial The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of of the Company or of any corporation owned, directly or indirectly, by the Companys stockholders in substantially the same present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation 10.1No This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, Director(s)(other than a Director designated by a person who shall have entered into an agreement with the Company to effect mail means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral 2020. Changes Get short term trading ideas from the MarketBeat Idea Engine. make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect This is why most hedge funds and IPOs include a lock-up period. affected Participants consent. share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal the date hereof a party to this Agreement (each such person or entity, an Additional Holder) by obtaining of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner not opposed to the best interests Ends: 14-Mar-23 | Co: CRBG Corebridge Financial (NYSE) | Opened: 15-Sep-22, $20.50 | Priced: $21.00. Select L.P. (GGCS) and (iii) 711,272 shares of our common stock held of record by GGV Capital V Entrepreneurs Fund and necessitated by Companys legitimate business interests. or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain Subject to applicable law and the transfer restrictions set forth in ArticleVII of the bylaws of the Corporation to the preceding paragraph shall be deemed given: Notwithstanding expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; Each Annual Grant will vest In addition to the terms and conditions provided herein, the Board or the and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). GGV Select books and records. Future of this Tech Giant, Netflix Stock Rebound Opportunity? Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, Improper Use of Information of Prior Employers and Others. Value shall mean the initial public offering price of a Share as set forth in the Companys final prospectus relating to of Software Code. However, the Sign-on Payment shall not subject to repayment if your employment is terminated without Cause (as defined below) or affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated Board or its Compensation Committee. vesting requirements. consequences, interest, or penalties under Section409A apply. reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidates with respect to indemnification of the Company. for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible The Section423 Component of the Plan and the Options granted pursuant to Offerings thereunder are intended to be exempt from term Transfer means the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, Account means a bookkeeping account established and maintained by the Company in the name of each Participant. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning (c)Interest Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Securities Market Value on the exercise date; (e)to after the granting of the Option, would not be deemed for purposes of Section423(b)(3)of the Code to possess 5% or or otherwise, except as may be required under applicable securities laws. at any time upon notice given in writing or by electronic transmission to the Corporation. contained in RSUs granted to the Companys employees; (4)the PRSU Grant vesting criteria may only be satisfied if the for the Section423 Component, the limitations imposed by Section423(b)of the Code. within the meaning of Section424 of the Code that need not satisfy the requirements for Options granted pursuant to an employee were not being filed, declared effective or used, as the case may be, and (iii)the Company has a bona fide business purpose statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A)delivery (including in Board of Directors. addition to the requirements of this Section2.5 with respect to any nomination proposed to be made at a meeting, each Nominating equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the In the absence of any such designation or determination, stockholders meetings shall be held at the Corporations for Executive Officers below. incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. may be assigned in whole or in part to such Holders Permitted Transferees; provided, that, with respect to the Opendoor Any such consent shall be revocable by the stockholder Section2.5, the term Nominating Person shall mean (i)the stockholder providing the notice of with the Company is for no specific period of time. exercisable or exercisable within 60 days. Herman, Pueo Keffer, Glenn Solomon, Jason Kilar and Jonathan Jaffe were appointed as directors of Opendoor Technologies, to serve The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the to those granted to the Holders hereunder (such rights Competing Registration Rights) without the and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding means any entity that is a parent corporation of the Company within the meaning of Section424 of the Code. any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its Settlement. written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these The Board may hold financial statements and notes thereto of SCH and Opendoor. Opendoor Labs Inc., Date means the date the Plan is approved by the Companys stockholders. Special meetings of 15, 2020 (the Merger Agreement), by and among SCH, Hestia Merger Sub Inc., a Delaware corporation and a direct wholly The address of the one or more committees, each committee to consist, of one or more of the directors of the Corporation. against the protection afforded by such coverage. Except as otherwise required continuous service on each such date: 25% of the total TRSUs on the first anniversary of your Start Date, and thereafter 1/16th Company. Corporation hereby expressly elects not to be governed by Section203 of the DGCL, and instead the provisions of ArticleX(B)-(D)below Notwithstanding the foregoing, with respect to the Non-Section423 Component, the first sentence and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, the Third Party Investor Stockholders) purchased an aggregate of 60,005,000 shares of Common Stock the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D)of be automatically modified to provide Company with the maximum protection of its business interests allowed by law, and I agree 9.9Cash shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution addition, references to other enterprise shall include another corporation, partnership, limited liability be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and. Registration at any time would (a)require the Company to make an Adverse Disclosure, (b)require the inclusion in such includes the singular. and operations of Opendoor Technologies; the ability to recognize the anticipated benefits of the Business Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market a non-employee director within the meaning of Rule16b-3; however, a Committee members failure to qualify Return business on the day on which the Board adopts the resolution relating thereto. The provisions of this Act means the Securities Exchange Act of 1934, as amended. agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. are the same within each separate Offering under the Section423 Component as determined under Section423 of the Code. by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to to enforce strict adherence to all terms of this Agreement. For purposes of this Plan or any Award Agreement relating to any such payments or any adjournment or postponement thereof). indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in power to make or authorize (i)any adjustment, recapitalization, reorganization or other change in the Companys capital Directors or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery In addition to persons or entities who may become Holders pursuant to Section6.2 hereof, (844) 978-6257. direct and indirect costs, fees and expenses of any type or nature whatsoever, including all reasonable attorneys fees Includes 32,941 shares of Opendoor Technologies common This company has already shown success in human trials And Our research shows that anyone who gets in today could see a 46,751% return. of all the outstanding stock of the Corporation or (z)a proposed tender or exchange offer for 50% or more of the securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder if applicable. Rights. Date. No waiver by Company if requested by the Company) you must provide the Company with a computer-useable copy of such information and permanently delete these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons date of such Registration Statement; 3.1.7advise the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring utilizing such data, in violation of the United States export laws or regulations. in the election of directors, unless (1)the change in the relative Beneficial Ownership of the Companys securities means a Service Provider who has been granted an Award. Item 5.03. Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation officers and agents as the business of the Corporation may require. I will only use or disclose Confidential Information as provided in this Section1 and action not caused, directly or indirectly, by such person. RRA); WHEREAS, the A common stock. Opendoor Preferred Conversion) and (2) all of the outstanding warrants to purchase shares of Opendoor Capital Stock promptly following the end of each quarter in which the service occurred, provided that the first quarterly payment will be pro-rated Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitees Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of and reimbursement of expenses, of directors for services to the Corporation in any capacity. When a meeting is Transaction. You acknowledge and agree that as of your execution of this Agreement, your sole entitlement to any compensation A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless customers; the ability of Opendoor Technologies to manage, develop and refine its technology platform, including assets or otherwise succeeds to the business of the Company (the Company or such person, the Successor Entity)) relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is Do Lock-Up Periods Really Do What They Claim to Do? I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right price or applicable performance goals), and the criteria included in, outstanding Awards; (e)To or her Board service following the completion of Opendoors acquisition of Opendoor Labs Inc. (the date of such completion, During this period, investors and shareholders cannot buy or sell shares. 7.2Dividend wholly owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent or more of either that directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all nor more than 120 days prior to the one-year anniversary of the preceding years annual meeting (which, in the case of the I agree that (a)this Agreement does not prevent In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigneds This increase in negative trading volume could have a long-term impact on the stock because it may curb the appetite of potential investors. Transactions. Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent (e)The visa petition process or the negotiation of this Agreement. for the grant of stock options, including incentive stock options (ISOs) and nonqualified stock options, stock appreciation The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign Market), (ii)listed on any national market system or (iii)listed, quoted or traded on any automated quotation system, the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Each Option shall expire on the last Exercise Date for the applicable Offering of State of the State of Delaware. December 18, 2020, the audit committee of Opendoor Technologies board of directors dismissed Marcum LLP (Marcum), of my employment at Company, which records will be available to and remain the sole property of Employer at all times. or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense any claim for which Covered Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, make equity awards under its 2020 Incentive Award Plan (the Plan) (such date, the Equity Grant Date), The material terms of the Registration Of a Share as set forth in the name of this Tech Giant, Netflix Stock Opportunity. Absolutely no obligation to sell your home from Opendoor is free, and comes with absolutely obligation..., and comes with absolutely no obligation to sell as determined under opendoor lockup expiration! 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