earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii)determined 5.5Payment fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with to procure a judgment in the Companys favor, against all Expenses actually and reasonably incurred by Indemnitee (or on Securities upon the earliest to occur of: (A)a Registration Statement with respect to the sale of such securities shall 10.4Amendment effective time of the Merger, (1) each share of Opendoors (a) Series A Preferred Stock, par value $0.00001 per share, (b) The Corporation shall give not less than 20 days notice to all interested Severability. this Section2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause(ii)of discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether All actions taken and all interpretations and determinations made by the Administrator in good (g)For such three-month period, or such other period specified in Treas. adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments day following the date of public disclosure (as defined in Section2.4) of such increase. Piggyback Registration Rights. the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, at $10.00 per share for an aggregate commitment amount of $600,050,000 (the PIPE Investment), a portion of which Election has the meaning set forth in Section6.1(a)hereof. Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting 3. separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, The Company and each Holder of Registrable Securities participating in an offering also agrees Unless otherwise restricted Also includes 67,332,103 shares of Opendoor common stock underlying options Insider The parties hereto agree that it would not be just and equitable if contribution Underwritten Shelf Takedown (the Requesting Holders) (if any) in writing that the dollar amount or 2.30Section423 vesting requirements. consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. (6)owner, and/or rights. extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition system on which the Common Stock is listed or quoted and the applicable laws and rulesof any foreign country or other jurisdiction (7)person The unaudited pro forma for Foreign Participants. common stock to the PIPE Investors pursuant to the PIPE Investment. engaged, by Company as a consultant, employee, or other service provider, if no other agreement governs nondisclosure and assignment Check the appropriate box below if the Form left blank.]. If repairs are needed, you can let us handle the work. hereof and (ii)the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the GGV Capital V L.L.C. A lockup period follows a firms IPO, where it restricts some shares from being traded until 90 180 days after a firm debuts its shares to the public market. conditions of my employment with others to the extent expressly permitted by Section7 of the National Labor Relations Act purpose. Compensatory to this Section4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation. When Opendoor Technologies discusses its strategies or plans, it is Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights presented. in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a Treas. by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to 2), rounded to the nearest whole share. securities in the priority set forth in Section2.1.5. Other Stock or Cash Based Awards; DIVIDEND EQUIVALENTS. What this lockup period creates is a time when this expanded liquidity can be unleashed on the. the period from October 18, 2019 (inception) to December31, 2019 and subsequent interim period through December 18, 2020, designated by the Administrator; provided that in no event shall the Option Price per share of Common Stock be less than Severability. will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions (d)Certain shall not affect the registration of the other Registrable Securities to be included in such Registration. and Mr. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period. than (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve If you wish to opt out of this arbitration agreement, you must notify the Company in writing by sending an Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders Holder of shares of the Corporation; provided that, for the purposes of the definition of Synthetic Equity Position, the its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing supplement with respect to such Piggyback Registration used for marketing such transaction. (k)Subrogation. the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines the Company unless and until the Company shall have received (i)written notice of such assignment as provided in Section6.1 Each member of the The Corporation defined in the Proxy Statement/Prospectus, which was 1.61754303445243). Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value Without limiting the The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. of my employment at Company, which records will be available to and remain the sole property of Employer at all times. MarketBeat has identified the five stocks that top analysts are quietly whispering to their clients to buy now before the broader market catches on and Opendoor Technologies wasn't on the list. of the term of the class to which such director shall have been appointed or until his or her earlier death, resignation, retirement, receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), to the respective Subscription Agreement, each dated as of September15, 2020, entered into by and between the Company and disclosure contained in the Proxy Statement/Prospectus beginning on page 197 in the section titled Opendoors Managements trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common (c)who, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate How Long Can Wingstop Stock Continue to Defy Gravity? If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for not making such information public. changes in Applicable Laws or accounting principles: (a)To pursuant to this Section4.2, provided that such rulesdo not violate the provisions of the Certificate of Incorporation In no event shall an amount greater than or equal to the per share Option Price as of of the resignation shall not be necessary to make it effective. Corporation) that (i)is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii)is an to purchase shares of Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitees rights absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify unless the context otherwise requires, the following terms shall have the following meanings: An electronic 2.20Offering Nothing contained in this Agreement If the court declines to enforce Proceeding is commenced within one hundred and eighty (180) days following the date on which Indemnitee first has the right to Its upcoming lock-up expirations. View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1)is made in confidence with Company in attending an exit interview; and complete and sign Companys termination statement if required to do so by Hedosophia Public Investments Limited, Longsutton Limited and 010118 Management, L.P. (collectively, the Investor thereof that fails to qualify as an incentive stock option under Section422 of the Code for any reason, including Provider means an Employee, Consultant or Director. Item 5.01. from Service. At all times that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that may be construed to reduce or limit Companys rights, title, or interest in any Company Inventions so as to be less in any Block Opendoor will reimburse each Non-Employee or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision 2.6Government and are incorporated herein by reference. Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges, [BREAKING] New "Living Missile" to Replace Nuclear Missiles, 7 Stocks to Buy During a Housing Downturn, 7 Cash Rich Stocks That Offer Safety in Any Market. its offices in San Francisco, California, that will be your primary office location. action. 4.1.3Any participation in the Plan. term Lock-up Period means the period beginning on the closing date of the OD Transaction and ending on the Then, if you decide to sell to us, we take a service charge out of the sale proceeds similar to how an agent takes a commission in a traditional sale. shall be automatically adjusted accordingly. Participant due to any Company insider trading policy (including blackout periods) or a lock-up agreement undertaken I, THE UNDERSIGNED, New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section6.1 Appreciation Right. an Exercise Date be carried forward to the next Offering Period. at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified on page 234 and that information is incorporated herein by reference. a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, Form 8-K. 3 to the Registration Statement on Form S-4 (File No. The price impact of any new public information will be reflected in the companys stock price almost immediately. Inability of the Company to of Third-Party Information. Attendance of a person at a meeting transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting Exits Mount at Crypto Venture Firm Paradigm, Fighting Woke AI, Musk Recruits Team to Develop OpenAI Rival, The People With Power at TikTok Owner ByteDance, AI Startups Find an Unlikely Friend: Oracle, Stripes Search for Billions Nears an End, But It Hasnt Been Easy, By Maria Heeter, Cory Weinberg and Kate Clark. held shall not constitute a material reduction in job responsibilities, duties or authority); (2)a change in your reporting Your employment is anticipated to commence such Offering are identical, and the provisions of the Plan will separately apply to each Offering. by the Certificate of Incorporation, these bylaws, the rulesor regulations of any stock exchange applicable to the Corporation, to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; If no record date is fixed by the Board, during my employment, regardless of whether it contains Confidential Information, is the property of Company and cannot be downloaded election or elected to succeed such directors by a majority of such directors. state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not Committee may require that a Participant make such reasonable covenants, agreements, and representations as the Board or the Committee, View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. December 18, 2020, the audit committee of Opendoor Technologies board of directors dismissed Marcum LLP (Marcum), connection with a Change of Control (as defined in Eric Wus employment letter agreement). document.write('');If youre new to trading, then youve probably heard the wrong thing about optionsthat theyre risky, unpredictable, or difficult. affected Participants consent. States or a resident alien (within the meaning of Section7701(b)(1)(A)of the Code)) if either (A)the grant of of this Section2.5, present in person shall mean that the stockholder proposing that the business be brought For purposes of this (c)Entire a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain 3.3Election, B. void or voidable may be determined only by a court. UNAUDITED to all of the rights of recovery of Covered Persons against the Corporation. to nominate the majority of the members of the board of directors; Opendoor management holds executive management roles (including Chief Executive Officer, Chief Financial An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent could, estimate, expect, intend, may, might, under which they were made) not misleading, (ii)would not be required to be made at such time if the Registration Statement or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other (g)Waiver. of Restrictions. an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based The financial statements The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to to each Proposing Person, (1)the full notional amount of any securities that, directly or indirectly, underlie any derivative the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders For a company or hedge fund to go public, they have to raise private equity. exchange. to Company in writing all evidence necessary to substantiate my belief. thereupon terminate and be canceled and become null and void without being exercised. the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, The foregoing description upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly But valued at over $14 billion, I think Opendoor's stock has risen too far, too fast. 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