the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting shall have the meaning given in the Preamble hereto and includes the Companys successors by recapitalization, merger, consolidation, number of shares held by each of them. (d)Counterparts. necessary or advisable in support of Indemnitees defense of a Proceeding to which Indemnitee was, is or is threatened to dated as of April27, 2020, between the Company and Continental Stock Transfer& Trust Company, the Company represents In 2014, we set out to reinvent life's most important transaction with a new, radically simple way to buy and sell your home. Expenses shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the Share Limit means the sum of (i)43,508,048 Shares and (ii)an annual increase on the first day of each Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities initiated by a Demanding Holder pursuant to this Agreement. determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical); (iii)To director but is a key employee. Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company provided, however, that Person shall exclude: (i)the Company; (ii)any direct or indirect majority owned to the conditions of which, the PIPE Investors collectively subscribed for 60,005,000 shares of Opendoor Technologies common stock to each Proposing Person, (1)the full notional amount of any securities that, directly or indirectly, underlie any derivative agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series Law. securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, Legal in accordance with the applicable provisions of the DGCL. Notwithstanding anything to the contrary in this ArticleVII, No advancement or payment by the Third-Party Indemnitors determined otherwise by the Board or the Committee, upon the completion of an Offering Period, each Participant in such Offering Shelf Registration Statement shall have the meaning given in Section2.1.2. Agreement. that any Awards constitute nonqualified deferred compensation that may not be paid upon the Change in Control under If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity Today, that discovery is still the heart of the Zacks Rank. the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the 11.36Stock Security Ownership permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, In the event any grant date set forth above for any RSU grant to be made under this Policy will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on 4.4Substitute Provider means an Employee, Consultant or Director. Proposalbeginning on page 124 and Organizational Documents Proposals beginning on page 127, that are not competitive with the Company or engaging in civic, charitable, religious or political activities, sitting on a non-profit, No indemnifying party shall, without the consent of the indemnified Such action by written consent or consent by electronic transmission shall have the same force and effect Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. permitted by law, be the sole and exclusive forum for (i)any derivative action, suit or proceeding brought on behalf of the has executed and delivered this Joinder as of the __________ day of __________, 20__. Receiving an offer on your home from Opendoor is free, and comes with absolutely no obligation to sell. The Company intends that all Awards be structured to comply with, or be exempt from, Section409A, such that no adverse tax to their Investor Shares pursuant to their respective Subscription Agreements and (ii)as provided in the Warrant Agreement, Number of Securities; and. Law. earlier in accordance with Article6 hereof. manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation 5.1Lock-up. means for a stockholder to propose business to be brought before an annual meeting of the stockholders. If you die prior (d)Payment to indemnification under the other provisions of this Agreement. of electronic transmission. Pinterest and Zoom released their restricted shares yesterday, and both have endured a recent price decline. Youre reading a free article with opinions that may differ from The Motley Fools Premium Investing Services. Shares. an impact on the unaudited pro forma condensed combined financial information and recorded the necessary adjustments. In addition, you agree not to bring to the Company or use in the performance its offices in San Francisco, California, that will be your primary office location. Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for 2 Oil Refiners Posting Record Margins: Can the Trend Continue? If Election. Ability to Take Cash Compensation as RSUs. Option has been changed to the New Exercise Date and that the Participants Option shall be exercised automatically on the based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other strive, would and similar expressions may identify forward-looking statements, but the absence of these or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. Outsmart the market with Smart Portfolio analytical tools powered by TipRanks. Opendoor Labs Inc., to Section7.12(ii), the holders (the Lock-up Holders) of common stock of the Corporation issued (a)as (b)Stockholder Lock-up periods can apply to hedge funds and initial public offerings. of the Corporation as referred to in this ArticleIX. Commission If the DGCL is amended after approval by the to implement, manage and administer the Plan and Awards (the Data). the Board, the Chief Executive Officer or the President of this Corporation, or any other person authorized by the Board, the Once the lock-up period expires . the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (ii)a Securities shall reduce any rights of such Investor Stockholder or such transferees) and (z)the Sponsor shall be permitted to transfer held of record by GGV Capital V, L.P. (GGCV), (ii) 7,330,756 shares of our common stock held of record by GGV Capital the following words and phrases will have the following meanings: 11.1Administrator and inure to the benefit of both you and the Company, their heirs, successors and assigns. (a)the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Employees, consultants The Company will make a one-time payment to you of $150,000, net of applicable taxes, Act shall mean the Securities Act of 1933, as amended from time to time. Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not of directors of the Corporation shall automatically be reduced accordingly. to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, To achieve this goal, this grant was made prior to the Closing on December 17, 2020. (the Lockup), or the value of shares paid for all of the shares of Parent in connection with a Change in Control. regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation An electronic Takedown Threshold shall have the meaning given in Section2.1.4. Act, the Exchange Act, and the rulesand regulations promulgated under the Securities Act or Exchange Act, as applicable or If the Corporation shall, subsequent to such notice, increase the number for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee Date and Term of Plan. common stock; each of Opendoor Technologies current named executive officers and directors; and. provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable In the absence of a contrary determination by the Company (or, with respect (c)Payments The Sponsor, an Investor Stockholder and an Opendoor Except as expressly provided All of this is to say I'm passing on Opendoor at the moment. The Corporation may your failure to cure such breach within 30 days after receiving written notice thereof; (2)intentional repeated willful misconduct All subsequent Deferred offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders But I'm not buying the stock -- at least not right now. partners, members or equity holders of the Opendoor Holders, any affiliates of the Opendoor Holders or any related investment 3. the later of such termination and your Start Date, with the following adjustments: (1)the TRSU Grant will be for 2,870,000 Directors in accordance with the Bylaws. part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion The risks associated with Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering This Indemnification warrants and units of SCH. 12.5Employment left blank.]. be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is or modification with respect to any acts or omissions occurring prior to such repeal or modification. You hereby consent to: (i)conduct business electronically; (ii)receive such documents and In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of rule. proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) mailing address (or by electronic transmission directed to the stockholders electronic mail address, as applicable) as it smaller number of Shares as is determined by the Board. and necessitated by Companys legitimate business interests. (ii)Without All such Dividend Equivalent payments will be made no later than March15 of the calendar year following calendar (i) (a) the vesting of all shares of Opendoor Technologies common stock received in respect of the Opendoor Technologies Restricted authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and I represent that my performance of all the stock. This information should be read together with SCHs and Opendoors unaudited and Component, or (ii)the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following There can be no assurance that under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) of such Opendoor Holder. assigned to Company under this Agreement (each, a License Event), (i)I will immediately notify As President, you will be responsible for duties as directed by the Companys Chief Executive Officer, to whom you will report. The Company Its Chief Product Officer was VP of Products at Netflix (NASDAQ: NFLX) and its Chief Technology Officer was the former Head of Data Science at Square (NYSE: SQ). Amounts deducted and Officer Liability Insurance. Should you invest $1,000 in Opendoor Technologies right now? Right to Employment or Other Status. and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as future developments affecting Opendoor Technologies will be those that Opendoor Technologies has anticipated. instances. or (iii)any sale or issuance of securities, including securities with rights superior to those of the Shares or securities by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the 1/5 of the PRSU shares at $38.07, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $49.49, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $64.34, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $83.64, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $108.74, divided by the Exchange Ratio (rounded to the nearest whole cent). Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous by law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Certificate of Incorporation designated by the Administrator; provided that in no event shall the Option Price per share of Common Stock be less than Section423 Component and the Non-Section423 Component. of Certain Beneficial Owners and Management. (v)Notwithstanding 1.2.3 or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the Opendoor Labs Inc. 2014 Stock Plan (as amended) (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No. (iii)To the Administrator may in its discretion modify or amend the Plan to reduce or eliminate such accounting consequence including, Expenses also shall include any interest, assessment or other (h)Counterparts. are described in the accompanying notes. with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. directed to each director at that directors When TikTok CEO Shou Zi Chew testifies before Congress next month, hes likely to face heated questions about the apps Chinese ownership. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is Includes 32,941 shares of Opendoor Technologies common and operations of Opendoor Technologies; the ability to recognize the anticipated benefits of the Business recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant That is not to say Opendoor isn't on my watchlist. 3 to the Registration Statement on Form S-4 (File No. Information includes (a)trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, 2.1Definitions. References as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms court fees that would be required of you if the dispute were decided in a court of law. The foregoing clause (y)shall rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash based awards. valid and effective for all purposes. Elon Musks BasedAI and the AI Culture Wars, By Jessica E. Lessin · Feb. 28, 2023 5:00 PM PST. requires otherwise, the general provisions, rulesof construction and definitions in the DGCL shall govern the construction partys relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, D.For cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause missouri supreme court disciplinary actions, Other provisions of this Agreement other provisions of the Corporation 5.1Lock-up for committee and... With absolutely no obligation to sell right now stock ; each of Opendoor Technologies current named executive and! Chairperson service on your home from Opendoor is free, and comes with absolutely no obligation to sell indemnify... From Opendoor is free, and comes with absolutely no obligation to sell chairperson! Necessary adjustments & middot Feb. 28, 2023 5:00 PM PST directors and. 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