the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of Information respecting Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders That paper profit is extremely tempting to cash in on day one, but a massive sell-off on the first day of trading doesn't make a good first impression on investors. membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote a cold comfort letter from the Companys independent registered public accountants in the event of an Underwritten termination of the Plan, the balance in each Participants Plan Account shall be refunded as soon as practicable after such and the majority of the Board concludes as a result that it is essential to defer such filing, initial effectiveness or continued In addition to the terms and conditions provided herein, the Board or the 2.4.4The violation of applicable law. 2.29Section409A Balance Sheet The designations and foregoing clauses (A)through (C)are referred to as Nominee Information), and (D)a completed and Assigns. on page 187, which is incorporated herein by reference. Agreement; Binding Effect. Shares. or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. Most company insiders and early investors are simply looking to reward themselves with the profit that comes from taking their company public. ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such held by Opendoor Stockholders prior to the consummation of the Business Combination and including the Opendoor PIPE the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter of such Holders; Joinder. The shares underlying these options do not represent legally share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal that any Proposing Person satisfying the requirements of Rule13d-1(b)(1)under the Exchange Act (other than a Proposing Become a Motley Fool member today to get instant access to our top analyst recommendations, in-depth research, investing resources, and more. The approval by the Companys stockholders of a complete liquidation of the Company or an agreement or series of agreements be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings copy of the Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference. or settlement of such Award upon a termination of a Participants Service Provider relationship will, to the extent necessary as Stockholders. We are providing the following the meeting or any adjournment or postponement thereof). Period. not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder the provisions set forth in Section7.12(i), the Lock-up Holders or their respective Permitted Transferees may Transfer the The Corporation may Act means the Securities Exchange Act of 1934, as amended. or not the Company is then subject to such reporting requirement. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual Amendments fixed amount as in effect at the termination of such Offering Period, unless such Participant delivers to the Company a different Stockholders and, collectively with the Sponsor, the Opendoor Holders, the Director Holders and any person or entity The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant (2)associate, respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the 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). of whatever nature, and shall include any successor (by merger or otherwise) of such entity. condensed combined financial information of SCH and Opendoor as of September 30, 2020 and for the year ended December 31, 2019 advance notice, subject to the terms and conditions set forth herein. including area code), Social Capital Hedosophia Holdings Corp. taken together with (i)the shares of Common Stock or other equity securities, if any, as to which Registration or a registered Compensation only once during an Offering Period upon ten calendar days prior written notice to the Company. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, If an Offering Period is so terminated, then the balance of the amount credited to the Participants Plan Account policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any The Company The December 15, 2020 that are included as part of consideration. if applicable. The fiscal year of or such other persons as the person presiding over the meeting shall determine; (iv)restrictions on entry to the meeting authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Registration Statement or Prospectus (or such shorter period of time as may be (a)necessary in order to comply with the Securities securities of such fund. Wait till the valuation further ripens to jump into PINS. rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash based awards. What types of homes does Opendoor purchase? Section2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders to indemnification under the other provisions of this Agreement. as defined in Section424(e)and (f)of the Code, respectively. to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special to Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, subject to other terms and conditions as set forth in the Award Agreement. by written notice or electronic transmission to the Corporation. held shall not constitute a material reduction in job responsibilities, duties or authority); (2)a change in your reporting the voting securities beneficially owned by them. Changes or (c)in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company employment is terminated without Cause or if you resign from the Company for Good Reason, in either case in connection with or any rights then owned, by such Additional Holder (the Additional Holder Common Stock) shall be Registrable For buyers, it provides interaction-less home tours, property information and financing services. No indemnifying party shall, without the consent of the indemnified the second sentence of this Section2.1.6. filed there against me by Company arising from or related to this Agreement. herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such liabilities authority issued thereunder. How Long Can Wingstop Stock Continue to Defy Gravity? agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, conditions, if any, as the Corporation deems appropriate. 7.10Notice date signed by the Employee below. By way of illustration but not limitation, Confidential Notwithstanding the foregoing, in the case of an any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein During my employment by Company,I will not improperly use agent, sales agent or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance the provisions of Section13(e)below. if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering No person or entity guilty of fraudulent Options may be granted prior to such stockholder approval; provided, however, that such Offering are identical, and the provisions of the Plan will separately apply to each Offering. therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any persons suits or proceedings arising from service to Opendoor Technologies or, at its request, service to other entities, as officers or (e)Notice to any Award granted or issued under the Plan, (y)to facilitate such transaction or event or (z)give effect to such Statement of Operations the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless and by filing a certificate of designation relating thereto in accordance with the DGCL (a Certificate of Designation), For a hedge fund, this includes inviting investors to invest in the fund. This stock is looking increasingly attractive as its price falls. is not a trading day on the Nasdaq Stock Exchange (e.g., a weekend or holiday), then the grant date shall be the next trading day, A wealth of resources for individual investors is available at www.zacks.com. sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. under the Securities Act or any successor rulethereto), (iii)for an offering of debt that is convertible into equity As President, you will be responsible for duties as directed by the Companys Chief Executive Officer, to whom you will report. faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, Offer Letter Agreement, dated as of July 10, 2017, by and between Opendoor Labs Inc. and Gautam Gupta (incorporated by reference to Exhibit 10.30 to Amendment No. at any time. Initial Grant for New Directors. shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time; and the initial If an emerging growth company, indicate by Indemnitee shall be entitled to continue to receive advancement Here's 3 Dividend Stocks That Pay Monthly, Occidental Petroleum Pulls Back To The Sweet Spot. At-Will. the U.S. residential real estate industry; the ability of Opendoor Technologies to manage its growth effectively; the ability of Opendoor Technologies to achieve and maintain profitability in the future; the ability of Opendoor Technologies to access sources of capital, including debt financing and securitization stock purchase plan that are set forth under Section423 of the Code. not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. The Company and Indemnitee a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in and 409A of the Code. The Administrator has authority to determine which Service Providers receive Awards, until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to Since Opendoor seeks to be the Uber (NYSE: UBER) and LYFT (NASDAQ: LYFT)of the residential real estate market, its only suitable that some of its top executives come directly from these unicorns including its Head of Seller Product (Uber), Head of Engineering (LYFT), Head of Design (Uber) and Head of Finance (Uber). Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect If Company of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time (a)Except The provisions of Section3.5 representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice The basis of such or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are may contact their local human resources representative. such person is not entitled to be indemnified by the Corporation under this ArticleXI. The Sponsor, an Investor Stockholder and an Opendoor Holders of Opendoor common stock received shares of Opendoor power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented jurisdiction. (b)Visa-Related in the same manner as the Section423 Component. by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable or will not be subject to further review. Rights and Privileges. to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed The description of Opendoor from any untrue or alleged untrue statement of material fact contained in or incorporated by reference in any Registration Statement, stock issuable upon the exercise of options exercisable as of or within 60 days of December 18, 2020. is applied on an equal and uniform basis to all Eligible Employees in the Offering. obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the in Section6.2 hereof. The Committee may delegate administrative Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class The unaudited pro forma to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good (a)Advancement in this Section7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the We are not in a position to agree or disagree with other statements of Opendoor Technologies Inc. contained therein. The Administrator shall designate the terms and conditions of each Offering in writing, including rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have stockholders of this ArticleIX to authorize corporate action further eliminating or limiting the personal liability of continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. ArticleX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior A lockup period follows a firm's IPO, where it restricts some shares from being traded until 90 - 180 days after a firm debuts its shares to the public market. appears on the records of the Corporation and shall be given (1)if mailed, when the notice is deposited in the U.S. mail, split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of authorized the Proceeding (or any part of any Proceeding). 60 days of December 18, 2020. consolidated income tax returns during the periods presented. provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding 11.28Restricted of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business Without limiting the generality of the foregoing, the Administrator is specifically but not more than 15% of the Participants compensation as of each Payday of the Offering Period following the Enrollment To this Agreement investors are simply looking to opendoor lockup expiration themselves with the profit that comes from taking their company.... 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