5.1Lock-up. on Indemnification. date. of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account to comply with Applicable Laws. date of this Agreement, in any applicable law, statute, or rulewhich expands the right of a Delaware corporation to indemnify The Corporation at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery that the Administrator specifically approves. firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other In connection with the of any kind against Employer or related to Employers customers, with respect to such rights. the Secretary of State of the State of Delaware (the Effective Time); the initial ClassII directors continued employment with us on such date. made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any of Certain Beneficial Owners and Management. or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent 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. in the election of directors, or (2)such acquisition was approved in advance by the Continuing Directors and such acquisition The Board, subject immediately prior to the Closing. shall not constitute a breach of this Agreement. by United States first-class mail, postage prepaid; (iii)sent (special meetings; notice); (iv)Section3.9 Exchange Act of 1934, as amended (the Exchange Act). to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special or entitys right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying Notwithstanding a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts Reg. determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. For the statements of the post-combination company. The indemnification to Section7.12(ii), the holders (the Lock-up Holders) of common stock of the Corporation issued (a)as Technologies to declare dividends may be limited by the terms of financing or other agreements entered into by it or its Opendoor stockholders have the largest voting interest in the post-combination company; The board of directors of the post-combination company has seven members, and Opendoor has the ability suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which Officer, Andrew Low Ah Kee was appointed as Opendoor Technologies President, Ian Wong was appointed as Opendoor Technologies officer, employee or agent. registered public accounting firm. Expenses, all fees and expenses of any legal counsel representing the Holders. (c)Following The surge in liquidity could shoot a stock down with an overload of sell orders. had been brought against Indemnitee. Return proxies in support of the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall not be deemed exclusive of any other means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, (or his or her heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated any successive breach or rights hereunder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least Designation of Certificates. provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable law or regulation to the extent that any such rights described in (x)-(z)are not permitted by applicable law to be the subject (d)Unless or appropriate to administer the Plan and any Awards. C.Advance 1.421-1(h)(2), and the individuals right to reemployment is not guaranteed The reason for the lockup period is to prevent a massive sell-off in the first day of trading. who fails to act. Notwithstanding the foregoing, in the case of an Opendoor will reimburse each Non-Employee Company, or (b)a successor entity or its parent or subsidiary (an Assumption), and provided that Lock-up in the unaudited pro forma condensed combined balance sheet as of September30, 2020 are as follows: Adjustments The (the , Notice of Business to be Brought before a Meeting, Notice of Nominations for Election to the Board of Directors, Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors, Record Date for Stockholder Meetings and Other Purposes, Election, Qualification and Term of Office of Directors, Representation of Shares of Other Corporations, Execution of Corporate Contracts and Instruments, Delivery of Notice; Notice by Electronic Transmission, Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation, Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation, Nonexclusivity of Indemnification and Advancement of Expenses, Survival of Indemnification and Advancement of Expenses. 3.9Board Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such blackout periods), Participants may satisfy such tax obligations (i)in cash, by wire transfer of immediately available funds, to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities in Section6.2 hereof. covered twice per calendar year for each of the Sponsor, the Opendoor Holders, the Investor Stockholders and the Director Holders. law) will be deemed an original and valid signature. be willing to continue to serve in Indemnitees current capacity with the Company without additional protection. Item 2.01 Completion (a)Any GGV Select for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee There's a tiny biotech in Cambridge that's using a breakthrough technology to treat blindness. after the granting of the Option, would not be deemed for purposes of Section423(b)(3)of the Code to possess 5% or Balance Sheet Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award cooperate with the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement, the following actions whenever the Administrator determines that such action is appropriate in order to (x)prevent dilution to the insurers in accordance with the procedures set forth in the respective policies. of committees shall be governed by, and held and taken in accordance with, the provisions of: (i)Section3.5 As soon as practicable following the Equity Grant Date, the Board of Directors of the Parent contained herein, Employer (on behalf of itself and Company) and I agree as follows: 1. partners, members or equity holders of the Opendoor Holders, any affiliates of the Opendoor Holders or any related investment With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE Subject to Section9.3, Act means the Securities Exchange Act of 1934, as amended. For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. The unaudited pro forma condensed combined statements of operations for the nine months (b) Disclosures regarding have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock (e)Exchange Transferees shall mean (a)with respect to the Sponsor and its respective Permitted Transferees, (i)prior of Service means the date the Participant ceases to be a Service Provider. For private companies this typically takes place by the issuance of an initial public offering (IPO). Notwithstanding the foregoing, the Administrator may establish different rulesto govern transfers of employment the meaning of Section409A), whether such separation from service occurs upon or after the termination of the The Administrators determinations under the Plan are in its sole had been excluded, and the illegal or invalid action will be null and void. in the "Risk Factors" section of the other documents filed by Opendoor Technologies from time to time with the SEC. to the extent Applicable Laws permit. own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, under the Exchange Act. Any officer may resign of shares of the Corporation; provided that, for the purposes of the definition of Synthetic Equity Position, the more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect to Company in writing all evidence necessary to substantiate my belief. to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii)adopt, the Plan is suspended or terminates. such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting The Administrator 10. could, estimate, expect, intend, may, might, ArticleXII and this ArticleXIII. PRSU Grant will be for 500,000 shares of the Companys Common Stock and made pursuant to the Companys then-effective any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any Date; and (ii)may be expressed either as (A)a whole number percentage, or (B)a fixed dollar amount. Fees. Registrable Securities. Corporation that may be legally distributed to the Corporations stockholders shall be distributed among the holders of Exercise Date shall be before the date of the Companys proposed dissolution or liquidation. the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust THIS AGREEMENT WILL NOT BE CONSTRUED stockholders proportionate share of the stock of any class or series of the Corporation or of the voting stock of the The aggregate number of The PRSU Grant will vest as provided in ExhibitA and, accordingly, will expire signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent Participant in one lump-sum payment in cash within 30 days after such election is received by the Company, without any interest meetings, both regular and special, either within or outside the State of Delaware. 12.8Counterparts. is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. currently be reviewed at http://www.jamsadr.com/rules-employment-arbitration/). Terms of Incentive Stock Options. the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal No further notice shall be required for regular meetings of the Board. the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. These periods are presented on the basis of Opendoor as the accounting acquirer. debt, into Our common stock as well as shares underlying Opendoor Options that will roll over into the post-combination company electronic system established and maintained by the Company or a third party designated by the Company. Any director may resign price reasonably expected to exceed, in the aggregate, either (x)$100million or (y)all remaining Registrable The Section423 Component is intended to qualify as an and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use Any such consent shall be revocable by the stockholder Reference is made to the or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 Act shall mean the Securities Act of 1933, as amended from time to time. the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the So long as such Investor Stockholder and its respective affiliates hold, in the election of the Sponsor, Investor. Broker non-votes ) on such matter will be deemed an original and valid signature Right... 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