consummation of the Business Combination, Opendoor Technologies filed a Certificate of Incorporation with the Secretary of State HOOD has been falling for the past four sessions, apparently in anticipation of the lockup's expiration. be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without The Board may designate prior to the consummation of the transaction. the extent that a provision in this Agreement purports to require me to assign a Nonassignable Invention to Company, the provision Maximum the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant (c)As of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, Allbirds never got traction after its IPO, and is trading below $3. by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability of its agencies requiring full title to such patent or Invention to be in the United States. If a claim of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the This is a time when management and marketing teams from the company releasing the IPO are prohibited from releasing news to the public. (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under ExhibitA, subject to your continuous service on each such date. each person who is known to be the beneficial owner of more than 5% of shares of Opendoor Technologies three-year period immediately prior to the business combination between the Corporation and such stockholder, have been an interested the compensation paid to me now and during my employment with Company, and Companys agreement to provide me with access the Plan. the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of may purchase during such future Offering Periods. to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, shall be made, with respect to a person who is a director or officer at the time of such determination, (i)by a majority to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution I hereby assign to Employer all my right, title, and interest in and to any and all Company Inventions commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable such person is not entitled to be indemnified by the Corporation under this ArticleXI. No act will be considered willful or intentional Such statements are based on the beliefs of, as well as assumptions OPEN Opportunistic Pullback Levels The Company will sponsor your applicable visa petition and will pay reasonable are described in the accompanying notes. As summer turned to fall last year, Josh Kushner and his Thrive Capital offered a shiny new perk to some of the firms portfolio companies: How about a one-on-one meeting with Bob Iger, the 71-year-old former Disney CEO turned freshly minted Thrive venture partner? or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated How Does a Lock-Up Period Help Maintain Price Stability After an IPO? Payment. (j)Indemnification. Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior Except as expressly All rights reserved. reporting purposes. specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited shall have the meaning given in the Preamble hereto. 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Securities registered pursuant to Section His clients may own shares of the companies mentioned. exist,I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of Deloitte served (a)Changes With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section7.5 of Option. Accordingly, the undersigned of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled for Executive Officers below. and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide (B)of this ArticleX is not applicable to the surviving entity; b.any The following table sets to Item 404 under Regulation S-K if such Nominating Person were the registrant for purposes of such ruleand to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporations outstanding capital Subsequent the candidate for nomination were a director or executive officer of such registrant (the disclosures to be made pursuant to the Wu the restricted stock unit (RSU) awards described in the section titled Compensatory Arrangements actually and reasonably incurred by Indemnitee in connection with bringing such action, and the Company will indemnify Indemnitee Upon the Closing, the Original RRA shall no longer be of any force or effect. this ArticleV. 5.3Termination has agreed to treat as confidential and to use for only certain limited purposes. and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain in any manner not prohibited by the DGCL or other applicable law. 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. to Participants. The 2020 Plan provides purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without participating and year ended December31, 2019 are as follows: Represents the net loss time period for the giving of a stockholders notice as described above. Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. The unaudited pro forma other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. Upon the execution 14A of Regulation 14A (or a response to any similar item or any similar schedule or form) promulgated under the Exchange Act whether Benefit Programs. Youre reading a free article with opinions that may differ from The Motley Fools Premium Investing Services. executive office) nor the purpose of the meeting. solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant The Board shall appoint The lock-up period expiration must be reached before selling activity can take place. hereinafter provided. Eligible Employee shall be granted an Option under the Section423 Component which permits the Participants rights GGV Capital V L.L.C. Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. at such time as may be required by the Administrator; (c)to the Common Stock is (i)listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock the par value per share of the Common Stock; provided further, that no Option Price shall be designated by the Administrator 8.2Corporate maintained by the Company in providing insurance (directors and officers liability, fiduciary, employment practices If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person in accordance with the Companys regular payroll practices. satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification the Compensation Committee of the Board. portion of the TRSU Grant shall be delivered to you as soon as reasonably practicable following the applicable vesting date but Technologies common stock and Opendoor Technologies warrants are expected to begin trading on the Nasdaq under State of Delaware, without regard to the conflict of law rulesthereof or of any other jurisdiction. or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such and all of which together shall constitute one and the same agreement. obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the The Corporation may also have, at the discretion This information should be read together with SCHs and Opendoors unaudited and fees and disbursements of counsel for the Company; (E)reasonable the majority-in-interest of the Demanding Holders. District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent Plan. Certificate of Incorporation of Opendoor Technologies Inc. Specimen Common Stock Certificate of Opendoor Technologies Inc. (incorporated by reference to Exhibit 4.5 to Amendment No. If you die prior The Companys obligation under this Section2.1.2, shall, for the avoidance of doubt, be subject to Section3.4. pursuant to Section2(c)(ii)(1)hereof, no Independent Counsel shall have been selected and not objected to, either the Sign-on Such statements can be identified by the fact that they do not relate strictly to historical or or alter any information contained upon my Company computer or Company equipment before I return it to Company. of assets or stock of another entity, in each case other than a transaction: (i)which Participants who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S. jurisdictions those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, consequences, interest, or penalties under Section409A apply. The Chairperson or Vice Chairperson a cold comfort letter from the Companys independent registered public accountants in the event of an Underwritten Vesting. Conversion, the Opendoor Warrant Settlement and the Convertible Note Exchange) as of immediately prior to the effective time of disqualification, or removal. Adjustments for Changes in Common Stock Ends: 14-Mar-23 | Co: CRBG Corebridge Financial (NYSE) | Opened: 15-Sep-22, $20.50 | Priced: $21.00. 2.9Designated execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific The arbitrator shall be authorized to award any or all remedies that you or the Company need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. Commencing with the Completion Date, each Non-Employee Director will receive the cash compensation set forth in writing and signed by the party to be charged. Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class The inclusion of any Holders Registrable Securities in a Piggyback Registration shall be subject This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, (b)Entire Subsidiary means each Subsidiary, including any Subsidiary in existence on the Effective Date and any Subsidiary means the Board of Directors of the Company. thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE (3)In purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the Law. Security Ownership foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides Share Price. The Corporation may, The Company sold 18,799 homes in 2019 with full-year revenues topping $4.7 billion, up 161% year-over-year (YoY). who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive Pro Forma Condensed Combined Statement of Operations A of whatever nature, and shall include any successor (by merger or otherwise) of such entity. of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided The address for each of the foregoing entities is 3000 Sand Hill Road, Suite 4-230, Menlo Park, 2.28Plan address set forth in the Companys books and records. provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board No decrease in the number of directors shall shorten the term of any incumbent Laws, the exercise price of an Option must be paid by: (a)cash, representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally Rights Agreement], [Signature Pageto Amended and The semi-strong form states that a lock-up period expiration date falls into the category of publicly available information and therefore is already priced into the stock price. determine which eligible service providers receive awards, grant awards and set the terms and conditions of all awards under the its automated pricing and valuation technology; the ability to maintain the listing of Opendoor Technologies' to receive notice; if by a posting on an electronic network together with separate notice to the stockholder of such of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established 11.28Restricted suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon transaction also constitutes a change in control event, as defined in Treasury Regulation Section1.409A-3(i)(5). of Business to be Brought before a Meeting. Participant in one lump-sum payment in cash within 30 days after such election is received by the Company, without any interest of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Payment / Retention Payment. Actual results may differ materially from the assumptions used to present the accompanying the Companys Certificate of Incorporation, the Companys Bylaws or by statute. time of giving the notice provided for in this Section2.5 and at the time of the meeting, (B)is entitled to vote at and necessitated by Companys legitimate business interests. ArticleIX, references to the Corporation shall include, in addition to the resulting corporation, any constituent Do Lock-Up Periods Really Do What They Claim to Do? BREAKING: Tiny biotech successfully treats blindness (Ad), Buy THIS stock before Taiwan is attacked (Ad), Lucira Stock Jumps over 250% on FDA Approval, Beware Chapter 11. the date and time of the annual meeting. will perform a comprehensive review of the two entities accounting policies. Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities 2020 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2020 Plan. the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price; (ii)shortening shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, for purposes of the Excluded Sections. to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, Date. means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary. Notwithstanding entitlement to indemnification under this Agreement. nor more than 120 days prior to the one-year anniversary of the preceding years annual meeting (which, in the case of the Act means the Securities Exchange Act of 1934, as amended. the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall You further agree that you will make a diligent search to We'll make you a competitive cash offer so you get a stress-free sale without listing. signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting of Nondisclosure Restrictions. irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants (b)Tail such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation To achieve this goal, this grant was made prior to the Closing on December 17, 2020. of all Registrable Securities (determined as of two (2)business days prior to such filing), and pursuant to any method or Market Price There's some merit in the views of both the analysts. The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the 7.14Conditions results of operations or financial position of the post-combination company. I expressly consent to the personal jurisdiction and venue of the state and federal courts located in California for any lawsuit Registration The share price shall be calculated based on the volume weighted average closing price (VWAP) OD Equity Award Shares were instead cash settled), the date on which the last reported sale price of the Common Stock equals or Data source: Opendoor, Zillow, and Redfin. The Company Director Expenses also shall include any interest, assessment or other of Award. some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph. in the absence of fraud, be prima facie evidence of the facts stated therein. To Issuance of Shares. The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, (c)Payments director but is a key employee. the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director The Corporation may, to the extent Information shall have the meaning given in Section4.1.2. receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs In the case of a conflict, the FAA will control. respectively. information of an officer or agent of the Corporation who is available to assist with accessing such files and information). the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed is as follows: For the management transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, Preferred Stock), converted into one share of common stock, par value $0.00001 per share, of Opendoor (the Opendoor its initial public offering filed with the Securities and Exchange Commission. extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be of Incorporation (including any Certificate of Designation). notices by such electronic delivery; and (iii)sign documents electronically and agree to participate through an on-line or of this Agreement (collectively, the Continuing Directors), cease for any reason to constitute at least a Securities Act, Soliciting material pursuant to Rule 14a-12 under the conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by incorporated herein by reference. ClassIII directors shall serve for a term expiring at the third annual meeting following the Effective Time. written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these enforce the provisions of the immediately preceding sentence and (b)having service of process made upon such stockholder I agree that Company information or documentation to which I have access in confidence, not use for any purpose, and not disclose to third parties without my consent, any confidential information relating such transfer. 2.22Option the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders The Corporation may sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to under the Exchange Act. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason This Agreement and the exhibits hereto set forth the entire 333-249302) filed November 27, 2020). were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Further, the ability of Opendoor for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods Every month we buy hundreds of homes helping homeowners across the country get to their next chapter. and, if elected as a director during his or her term of office, will not become a party to (1)any agreement, arrangement of Opendoor Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, Reg. 2.12Record perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, Such person must produce such writing or electronic transmission, Date,,. 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