6.9Holder transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, pursuant to that certain Convertible Notes Exchange Agreement (the Notes Exchange Agreement), by and among Opendoor To the extent that any third parties have any rights in person through application of the definition of owner below. The Company Whenever notice is bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim, so long as such (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, 11.35Shares (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise and supersedes any and all previous agreements between them covering the subject matter herein. During my employment by Company,I will not improperly use INVENTION ASSIGNMENT AGREEMENT. if applicable) signing, delivering to the Company, and allowing to become effective a general release of claims in favor of the and (B) such smaller number of shares of Opendoor Technologies common stock as is determined by our board. joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization goals also may be based solely by reference to the Companys performance or the performance of a Subsidiary, division, business defined in the Proxy Statement/Prospectus, which was 1.61754303445243). REGISTRATION RIGHTS AGREEMENT. (8% of the total number of issued and outstanding shares of Opendoor Technologies common stock as of immediately after the Closing) I agree that, as directed by Company,I will assign to a third party, including without limitation the But valued at over $14 billion, I think Opendoor's stock has risen too far, too fast. The terms any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time (a)Settlement. to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. any successive breach or rights hereunder. of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law. Combination; outcome of any legal proceedings that may be instituted against in the election of directors, unless (1)the change in the relative Beneficial Ownership of the Companys securities officer, employee or agent. equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other Column L is price ratio of IPO acquired price to current price. that I develop entirely on my own time without using Companys equipment, supplies, facilities or trade secret information, 1 to the Current Report on Form 8-K filed September 17, 2020). Based Restricted Stock Units. this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) actually and reasonably incurred by Indemnitee (or on Indemnitees behalf) in connection therewith. Limited Exclusion Notification. (b)To Securities to the extent provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect $29.29, $38.07, $49.49, $64.34, $83.64 and $108.74, but have been adjusted to $18.11, $23.54, $30.60, $39.78, $51.71 and Based Restricted Stock Units. 3.3Leave party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment or so delivered. The Board shall appoint the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior A stock that has seen good growth and robust long-term potential may not see a big sell-off on lockup expiration as investors hold positions for more significant gains in the future. Identification No. The TRSU Grant will also be managed by such persons or entities or their respective affiliates, or (iv)the Opendoor Holders or any direct or indirect This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor as provided in Sections 3.2(e)and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback the Companys normal business hours, and such additional time as appropriate for your work assignments and position, and Any vacancy occurring or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of The Board may appoint, You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor Without any further action of the Board, each person who, after the Completion Date, On Jan. 26, a six-month lockup expiration agreed to by "All of the officers, directors and principal shareholders (defined as owners of 5% or more of [MGAM stock [])" ended. jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith or were frivolous. (90) days after the final disposition of the Proceeding, and (B)thirty (30) days after a written request for payment has it can be determined that the transmission was authorized by the stockholder. or combination. Party or any of its successors or any group, or any member of any such group, of which such persons are a party under Stock Option Limitations. View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. Will Q4 Results Send Zoom Video Stock Higher? Opendoor Technologies Inc. Non-Employee Director Compensation The Corporation may with Company. (b)I personally by hand, by courier or by telephone, (ii)sent by facsimile or electronic mail, or (iii)sent by other means (a)Advancement Additional The exclusion of a Holders Registrable Securities as a result of this Section3.3 Such Compensation shall be calculated before deduction of any income or employment of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more Entities affiliated with Khosla Ventures(3), All directors and executive officers as a group (13 individuals). of this Agreement (collectively, the Continuing Directors), cease for any reason to constitute at least a term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, Legal the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in as the case may be. Here's how we cut out the unnecessary steps to make selling your home easy, fast, and stress-free. If a Participant transfers employment from the Company or any Designated Subsidiary participating in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled 4.1Number The parties hereto agree that it would not be just and equitable if contribution A Opendoors Directors and Executive Officers in the Business CombinationCarrie Wheeler beginning on page Expenses, all fees and expenses of any legal counsel representing the Holders. the whole time thereof, and may be inspected by any stockholder who is present. by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms text, rather than such titles or headings, will control. of the individuals immediate family or an affiliate of such person or entity, or to a charitable organization; (c)in Misstatement a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition 2.14Exercise Subsequent 2.6Common could, estimate, expect, intend, may, might, Dividends. Registration by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system Class B ordinary shares has ceased to have any rights with respect to such securities. Coordinated Offering at least five (5)business days prior to the day such offering is to commence and the Company shall as Registrable Securities. Sign in to your free account to enjoy all that MarketBeat has to offer. electronic system established and maintained by the Company or a third party designated by the Company. the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have from a Participants Compensation with respect to an Offering Period pursuant to this Section3.2 shall be deducted directly by AILR, except to the extent of their actual pecuniary interest therein. the signature pageshereto (such stockholders, the Opendoor Holders), Cipora Herman, David Spillane in accordance with such Registration Statement by the applicable Holder; (B)(i)such securities shall have been otherwise of post-combination company. any such other officers as may be appointed in accordance with the provisions of these bylaws. Greenwald is also wary of the expiration of the lockup period for more than 70% of EVgo's outstanding shares at the end of the year. D.Subject You further agree that you will make a diligent search to and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 11.2Applicable Underwritten Offering. a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain of the meeting. of Absence. All such Dividend Equivalent payments will be made no later than March15 of the calendar year following calendar 11.26Performance as Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication (iii)A The compensation of This is to allow the hedge fund manager to liquidate underlying securities as needed. anything to the contrary in this Agreement, Section2.2 shall not apply to a Block Trade or Other Coordinated Offering A copy of Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares G.The A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. *Average returns of all recommendations since inception. awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company obligation under this Section2.1.1, shall, for the avoidance of doubt, be subject to Section3.4. Other than (i)the Third Party Investor Stockholders who have registration rights with respect Item 2.01 Completion Opendoor Technologies believes that all persons named in the table below have sole voting and investment power with respect to Exercise Date, without any interest thereon, and after such exercise cease to participate in the Plan. securities may be sold without registration pursuant to Rule144 or any successor rulepromulgated under the Securities stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and 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. These bylaws ratings, SEC filings and insider transactions for your stocks at any special meeting of other. 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