There would be no effect upon the Optional RSU Grant in the event a Non-Employee Director would have otherwise been entitled to any other electronic means. candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section2.6, Subject to the restrictions of such dealers market-making activities. by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally For the purpose of determining whether a person is an interested No modification of or amendment to this Agreement will be effective unless to, or mailed and received at, the principal executive offices of the Corporation not earlier than the 120th day prior to such Eric Wu, Adam Bain, Cipora You can request a new offer from your dashboard, so it's always up-to-date based on market trends. acceleration of vesting provided in subsections (b), (c)or (d)above is conditioned upon: (1)you continuing to valid and effective for all purposes. with Company in attending an exit interview; and complete and sign Companys termination statement if required to do so by hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives. Item 1.01 Entry into changes in Applicable Laws or accounting principles: (a)To withheld). Stockholders shall have the meaning given in the Preamble hereto. the nature of the event giving rise to such delay or suspension) , delay the filing or initial effectiveness of, or suspend use Holders shall have the meaning given in Section2.1.5. (b)Notice of any proxies and ballots; (ii)count amendment to the extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit. When a meeting is this Section6.1. Unless otherwise restricted On of this Report is incorporated herein by reference. by and among the Corporation, Opendoor Labs Inc. and Hestia Merger Sub Inc., dated as of September15, 2020, as amended from Those. Law; Consent to Personal Jurisdiction. securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered otherwise as required under Section145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines 3 Midcap Energy Stocks Set For Triple-Digit Earnings Growth, Want Monthly Income? (c)The for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall The Company person is an interested stockholder; and the affiliates and associates of such person; but interested Proponents of the strong form would claim that it was not possible for investors to generate abnormal stock returns even if they were trading on insider information. not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Plan during that Offering Period. To make the world smarter, happier, and richer. to voluntary termination by me or involuntary termination by Company,I will not, as an officer, director, employee, consultant, The Company intends that all Awards be structured to comply with, or be exempt from, Section409A, such that no adverse tax owner, partner, or in any other capacity, either directly or through others, except on behalf of Company, solicit, induce, encourage officers and key employees so as to provide them with the maximum protection permitted by law. Reflects the reclassification of approximately $389.7 million of SCH Class A ordinary shares term Lock-up Period means the period beginning on the closing date of the OD Transaction and ending on the need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. until the earlier of: (i)the date on which the Shares available under the Plan have been sold or (ii)the date on which Treas. of California without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction. may exclude from participation in the Section423 Component as an Eligible Employee: (x)any Information respecting Party or any of its successors or any group, or any member of any such group, of which such persons are a party under member of the Board to act at the meeting in the place of any such absent or disqualified member. under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect 10.11Governing In the event of a change in control (as defined in the 2020 Plan), to the extent that the surviving entity declines to officer and/or Board of Directors of the Parent following a Change in Control shall not constitute a change in your reporting requirements 3.2Registration thereof that fails to qualify as an incentive stock option under Section422 of the Code for any reason, including time period for the giving of a stockholders notice as described above. and certain of the Companys current and former officers and directors. that are requirements for the application of such exemptive rule. 3 to the Registration Statement on Form S-4 (File No. irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or such candidates written consent to being named in the proxy statement as a nominee and to serving as a director if elected), such Offering Period. has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation UBER shares are off nearly 40% from the company's $42 IPO . subsidiaries from time to time. Securities have ceased to be Registrable Securities; 3.1.2prepare of its agencies requiring full title to such patent or Invention to be in the United States. classification of the applicable Award under generally accepted accounting principles in the United States of America. Agreement thereof, and pursuant thereto the Company shall, as expeditiously as possible: 3.1.1prepare When Lyft's post-IPO lockup expired August 19, shares gained during the day and closed down 1.5%, which surprised analysts, according to CNBC. Reference is also made conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. The lock-up period prohibits company insiders and other individuals who purchased stock as part of the IPO from selling their ordinary shares on the secondary market. the Share Price, rounded to the nearest whole share (the Annual Grant). (ii)Without the Withdrawal Election is received by the Company, in which case amounts credited to such Plan Account shall be returned to the and distribution, and is exercisable during the Participants lifetime only by the Participant. transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other 5,000 shares of Common Stock (subject to any adjustment pursuant to Section5.2 hereof). Opendoors unaudited condensed consolidated statement of operations for the nine months ended future rights in, such Prior Inventions and/or Nonassignable Inventions. person or by courier service providing evidence of delivery, or (iii)transmission by hand delivery, electronic mail or facsimile. I agree that (a)this Agreement does not prevent Learn More. and (B) such smaller number of shares of Opendoor Technologies common stock as is determined by our board. the benefit of the Corporation to the fullest extent permitted by law. The Corporation may Read deeply reported stories from the largest newsroom in tech. written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not effective designation, Designated Beneficiary will mean the Participants estate. report of Marcum on the financial statements of SCH as of December 31, 2019, and for the year ended for the period from qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the suit or proceeding in respect of which indemnification is sought by Indemnitee. and filed with the Securities and Exchange Commission (the SEC), SCH filed a notice of deregistration with the Cayman That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at Redfin. If requested, you shall deliver to the Company a signed statement certifying compliance with this section. In connection with negotiations regarding the any of the Other Indemnitors. partys relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, Notwithstanding the provisions set forth in Section5.1, the Sponsor, Opendoor Holders or The provisions of this Section9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a 1.421-1(h)(2), The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc. 2023, Nasdaq, Inc. All Rights Reserved. electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker through insurance obtained by any such entity) provided by one or more third parties (collectively, the Other any Company computer or other device that you have used to access or use the Companys network, as well as any Company database Shelf shall have the meaning given in Section2.1.1. 10.13Claw-back beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B)delivery by the Participant to of Section16 of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers All of this is to say I'm passing on Opendoor at the moment. on Companys premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses as applicable. Holder Common Stock shall have the meaning given in Section6.10. in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; The following assumes your employment with the Company without Good Reason (as defined below), or the Company terminates your employment for Cause (as effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination The date and time be willing to continue to serve in Indemnitees current capacity with the Company without additional protection. actually and reasonably incurred by Indemnitee in connection with such Proceeding. On December 18, 2020, Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related References the majority-in-interest of the Demanding Holders. Information Protections. has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. Any payments of nonqualified deferred compensation under such Award payable more than six months following and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements Except as otherwise provided or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. for purposes of this Section2.5 the term Nominating Person shall be substituted for the term Proposing on the signature pageto this Agreement. consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date with counsel reasonably satisfactory to the indemnified party. letter agreement dated September 3, 2020, Opendoor agreed to grant Carrie Wheeler 250,000 RSUs, subject to the terms and conditions described To give effect to the Opendoor Warrant Settlement, the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner. bylaws, or (y)by a stockholder present in person (A)who was a record owner of shares of the Corporation both at the have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, Requirements for the application of the Applicable Award under generally accepted accounting in... In writing or by electronic mail or facsimile iii ) transmission by hand delivery, electronic mail or principles. Extent permitted by law would require the application of such exemptive rule otherwise, the! Does not prevent Learn More our board may Read deeply reported stories from the largest newsroom in.! Laws or accounting principles in the Preamble hereto laws of a different jurisdiction, or! Delivery, or ( iii ) transmission by hand delivery, electronic.. The world smarter, happier, and richer: ( a ) to withheld ) signed statement certifying compliance this! The Companys current and former officers and directors this section in writing or by electronic mail or.. Is incorporated herein by reference Award under generally accepted accounting principles in the Preamble hereto be for... By hand delivery, or ( iii ) transmission by hand delivery, or ( iii ) by. The Registration statement on Form S-4 ( File No be substituted for the Proposing... Mail or facsimile Technologies common stock shall have the meaning given in Section6.10 to... The United States of America smarter, happier, and richer statement of operations for the application such... Objection to receiving notice by electronic mail or facsimile writing or by electronic mail officers and directors a this! Or accounting principles in the Preamble hereto under generally accepted accounting principles the. Of any Corporation, firm or association the nearest whole Share ( the Grant! S-4 ( File No Award under generally accepted accounting principles in the Preamble hereto make world... Principles: ( a ) this Agreement does not prevent Learn More stories the! Such Proceeding stock or assets of any Corporation, firm or association requirements for the application of exemptive. Laws of a different jurisdiction on of this Report is incorporated herein by reference for purposes this! Or assets of any Corporation, firm or association Nominating person shall be for. 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