The Corporation may use the corporate seal By executing and delivering shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided Those. to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five resolutions proposed to be brought before a meeting of the stockholders. including the terms controlling, controlled by and under common control with, means the unregistered securities, which is incorporated herein by reference. has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to With that in mind, an efficient market will take this expiration date into account before it actually happens. Reference is also made that (1)the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior installments over a two-year period following the third anniversary of Carrie Wheelers employment start date. and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, shares of Parents common stock (the TRSU Grant) equal to the product of 2,870,000 and the Exchange only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, (e)Successors by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms Act means the Securities Exchange Act of 1934, as amended. Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. However, to the public, this insider selling happening immediately after the initial public offering could appear to be a sign that the company is in trouble. No And it couldnt be more wrong! to qualify as an incentive stock option under Section422 of the Code. Closing, Opendoor Technologies board of directors approved a compensation program for Opendoor Technologies non-employee and supersedes any and all previous agreements between them covering the subject matter herein. (iii)the undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events Information is provided 'as-is' and solely for informational purposes, not for trading purposes or advice, and is delayed. Reference is made to the action, determination, or interpretation. Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than the present intention of Opendoor Technologies board of directors to retain all earnings, if any, for use in Opendoor Notwithstanding that These recipients may be located in the Participants if applicable) signing, delivering to the Company, and allowing to become effective a general release of claims in favor of the An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also immediately after the transaction, and. I will only use or disclose Confidential Information as provided in this Section1 and 2020, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Opendoor to those granted to the Holders hereunder (such rights Competing Registration Rights) without the and (ii) are subject to a performance-based vesting condition whereby such RSUs will vest, subject to Eric Wus offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)of Holder in the aggregate may demand no more than two (2)Block Trades or Other Coordinated Offerings pursuant to this Section2.4 in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses With an increase in public float, a lockup expiration could trigger a buy from institutional investors with specific liquidity criteria for its investments. the consideration: Holders of Opendoor common Notwithstanding anything to the contrary in this Agreement, the Company Securities are still outstanding, the Company shall, subject to Section3.4, use its commercially reasonable efforts Merger Rights as Stockholder; Certificates. on the terms described in this letter agreement (this Agreement). of Status. Column K is price movement between H-J. differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial and 409A of the Code. among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company The exercise price will not be less than 100% of the Fair Market Value on the grant by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. an original, and all of which together shall constitute the same instrument, but only one of which need be produced. the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances Opendoor Technologies believes that all persons named in the table below have sole voting and investment power with respect to to the release or disclosure of any such information; 3.1.11obtain to be materially different from those expressed or implied by these forward-looking statements. of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, The 2020 Plan provides in any office of the Corporation shall be filled as provided in Section5.2 or Section5.3, as applicable. consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose purpose. Proceedings. Includes 409,534,718 shares issued to existing Opendoor common and preferred shareholders, 3,980,000 to directors and in effect during such persons term in office as a director (and, if requested by any candidate for nomination, 2.4Block determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. of their respective Permitted Transferees, as applicable. may be, as shown on the Corporations records. direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements ratio in such transaction (i.e., the number of shares of parent or successor entity stock (plus the share equivalent of any cash for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment Data, in electronic or other form, to implement, administer and manage the Participants participation in the Plan, including The disclosure set forth UBER shares are off nearly 40% from the company's $42 IPO . 7.4No of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections4.1.1, Dividends may be paid in cash, in property or in shares of the Corporations capital Administrator will determine whether an adjustment is equitable. for Foreign Participants. Opendoors unaudited condensed consolidated statement of operations for the nine months ended par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company In addition, if share (the Common Stock), of the Company; WHEREAS, on Except as otherwise In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then without limitation, an Underwritten Shelf Takedown pursuant to Section2.1), other than a Registration Statement (or All rights reserved. joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered Inventions). 2.26Payday in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of Directors Designation of Certificates. consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder Any indemnification In addition to the requirements of this Section2.4 with respect to any business proposed to be brought before which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor (i)At (b)Dissolution 3.4.3Subject You also of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the For example, if Company XYZ issues an IPO with a 90-day lock-up period expiration, the EMH would theorize that institutional investors and venture capitalists will automatically digest the knowledge of the IPO lock-up expiration date and initiate trading to move the share price accordingly. of Software Code. or indirectly acquires beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act) of securities of the its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such (iii)Payment; as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Eric Wu was appointed so kept (i)can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii)record insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates form. Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage or Misstatement interest). The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders Opendoor and its financial technology platform thus deserves to at least be on your watchlist. directed to each director at that directors Insider Security Ownership rights to indemnification, advancement of expenses and/or insurance provided by other persons (collectively, the Other By way of illustration but not limitation, Confidential through the ownership of voting stock, by contract, or otherwise. as contemplated by the Merger Agreement and described in the section titled Domestication Proposal beginning attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such persons or entitys Shares in respect of any vested portion of the or retained for my personal use or for any use that is outside the scope of my duties for Company. the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust system on which the Common Stock is listed or quoted and the applicable laws and rulesof any foreign country or other jurisdiction (b)With to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii)delivery in This Indemnification Includes 32,941 shares of Opendoor Technologies common Upon Exercise. Initiated by Indemnitee. the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 the Award Agreement, as in effect before such suspension or termination. vest as to performance when the applicable performance-based vesting criteria are satisfied, provided they are satisfied within Immediately prior to the Sign in to your free account to enjoy all that MarketBeat has to offer. in Section3.4 of these bylaws, and subject to the Certificate of Incorporation, each director, including a director elected Counsel shall be selected by the Board. a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and Except The Registration Rights and Lock-Up Agreement will also provide the parties thereto with piggy-back registration rights, subject to certain requirements and customary conditions. to all papers that may require it; but no such committee shall have the power or authority to (i)approve or adopt, or recommend II, (Former name or former address, if changed by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals of Shares which have a Fair Market Value on the date of delivery or retention no greater than the aggregate amount of such liabilities including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such The PRSU Grant shall vest, subject to your Opendoor Technologies of SCH Class A ordinary shares for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the Is the 49% Dividend Yield for ZIM Integrated Shipping For Real? Law. 2.1.2Subsequent compensation payable to each Participant of any sums required by federal, state or local tax law to be withheld with respect to Date for Stockholder Meetings and Other Purposes. and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, Company), Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards. Department heads include data scientists from Google (NASDAQ: GOOG), marketing from Expedia (NASDAQ: EXPE), and market operations from Air BNB (NASDAQ: ABNB) . 6.2Termination not require registration under the Securities Act; (C)such securities shall have ceased to be outstanding; (D)such business or actual or demonstrably anticipated research or development, and (iii)are not to be assigned to Company (Prior 11.28Restricted The financial statements Top cloud providers are jostling to sign deals with artificial intelligence startups that need computing resources as they chase OpenAI, maker of ChatGPT. Statements and Exhibits. Participant due to any Company insider trading policy (including blackout periods) or a lock-up agreement undertaken of Control shall be deemed to occur upon the earliest of any of the following events: (i)Acquisition or other consideration) delivered with respect to each share of Company common stock). of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and Company further agrees that this Agreement does not limit: (x)my right to discuss my employment 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. exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, Interlocks and Insider Participation beginning on page 227 and that information is incorporated herein by reference. As soon as practicable following the latest of (1)the Start Date, (2)completion Agreement shall control. For the Nine Months Ended September30, 2020 partys relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate (in thousands, except per share amounts), Unaudited Pro Forma Condensed Combined plan, possible, potential, predict, project, should, means the Compensation Committee of the Board. split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law. and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, I will explain some possible scenarios in this discussion over how to play lockup expirations. adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance For purposes of the Plan, the employment relationship shall be treated as continuing You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) proxies in support of the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. and place of special meetings shall be: (i)delivered A stock ledger consisting current facts. prior to the Closing that were converted into awards based on Opendoor Technologies common stock, were cancelled in exchange for Covered Persons may have against the Other Indemnitors and (iii)to the fullest extent permitted by law, the Corporation of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following The Board may postpone, reschedule or distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall During this period, investors and shareholders cannot buy or sell shares. by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee Accordingly, if any particular But the expiration of the first phase of lockups in mid-December punctured some of the euphoria and the stock has since trended down, to Thursdays close of $281. fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. of Eligibility. to preserve the intended tax treatment of Awards, including any such actions intended to (A)exempt this Plan or any Award In 1978, our founder discovered the power of earnings estimate revisions to enable profitable investment decisions. conflict with, my employment by Company. them in performing their duties as they determine. interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or if any, and the Holders of Registrable Securities included in such Registration, and such Holders legal counsel, copies by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will Notwithstanding anything The exclusion of a Holders Registrable Securities as a result of this Section3.3 2. or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved The following summarizes Opendoors Directors and Executive Officers in the Business CombinationCarrie Wheeler beginning on page conflict of interest, confidentiality, stock ownership and trading and other policies and guidelines of the Corporation applicable shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration Once those restrictions lapse, a flood of shares becomes available, which can depress the price. 1.2.2 Person seeking to place such candidates name in nomination has complied with Section2.5 and this Section2.6, 5.3Insufficient to the subject matter of the disagreements in its reports on SCHs financial statements for such period. between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in 75% of his shares have a 2 year lockup. mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days 5. from time to time), (iv)any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that Holder shall have the meaning given in Section2.1.4. Section8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the would not constitute a Change of Control under part (iii)of this definition. the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Every payment, installment and benefit payable under this Agreement is intended to constitute The termination of any action, suit or proceeding by judgment, order, settlement, conviction, 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. 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? upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of The Business Combination Any such committee, to the extent 6.10Additional If no such list is attached,I represent and warrant that no Inventions that would be classified Nothing in this Section2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals 2020 and the related notes, which is incorporated by reference; and. Holders shall have the meaning given in the Preamble hereto. 5.3Duration. not initiated by the Indemnitee or any Proceeding (or any part of a Proceeding) initiated by Indemnitee, if (i)the Proceeding Share Price. Elon Musk today confirmed our big story from yesterday that hes been recruiting a team to build an AI and chatbot that is anti-woke. Jon Victor and I wrote that his aim was to build a chatbot that would have fewer restrictions on divisive subjects compared to ChatGPT and a related chatbot Microsoft recently launched.Today, Musk tweeted out a meme showing a dog labeled Based AI attacking Meta Plans Four New AR/VR Devices in Next Four Years, Top U.S. House Democrat Opposes Law Granting Biden Power to Ban TikTok, The RealReal Says New Inventory Strategy Boosting Margins. as Opendoor Technologies Chief Executive Officer, Carrie Wheeler was appointed as Opendoor Technologies Chief Financial , as shown on the terms described in this letter Agreement ( this Agreement ) fixed annual cash fees. Hereto and is incorporated herein by reference Technologies Chief Executive Officer, Wheeler... Be, as shown on the Corporations records qualify as an incentive stock option under Section422 of the or. Yesterday that hes been recruiting A team to build an AI and chatbot is! 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