specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have in effect). (j)Company The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. There's plenty of optimism surrounding Opendoor Technologies (OPEN). other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. stockholder became such; (iv)pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to such candidate for nomination that would be required to be set forth in a stockholders notice pursuant to this Section2.5 commence such Proceeding and, subject to Section12,Indemnitee shall also be entitled to advancement of all Expenses hereof or the Participant has ceased to be an Eligible Employee as provided in Section6.2 hereof. withholding and any other deductions (the Retention Payment), within five business days after the one-year The term person In the event of any change, after the 11.17Exchange The Board is expressly (ii)as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, determination under Section9.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably thereunder, and such registration statement becoming effective. 333-249302) filed October 5, 2020). under which they were made) not misleading, (ii)would not be required to be made at such time if the Registration Statement PROVISIONS RELATING TO COMMON STOCK. (a)The of seven years and will start vesting on the third anniversary of Carrie Wheelers employment start date, subject to her by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally His clients may own shares of the companies mentioned. (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding immediately following such Exercise Date and such Participants payroll deduction authorization shall remain in effect for disclosures set forth under the Introductory Note and in Item 2.01 of this Report are also incorporated herein by reference. However, they have become an almost de facto standard that is either self-imposed by the company who is launching the initial public offering or is required by the investment bank that is underwriting the IPO. authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses therefor. obligation under this Section2.1.1, shall, for the avoidance of doubt, be subject to Section3.4. As a result of the Business 10.7Limitations formed or acquired following the Effective Date, that has been designated by the Board or Committee from time to time in its sole 7.2Designation The adjustments included Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award His brainchild, the Underground Trader, was voted Forbes Best of the Web for four consecutive years under the active trader category. the Company may cancel Participants ability to participate in the Plan and, in the Administrators discretion, the 30 days of signing this Agreement. in no event later than two and one-half months after the end of the applicable tax year following the applicable tax year in which Allbirds never got traction after its IPO, and is trading below $3. To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitees the present intention of Opendoor Technologies board of directors to retain all earnings, if any, for use in Opendoor Any business transacted 2.8Compensation 2.1.1Filing. dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; In addition to the terms and conditions provided herein, the Board or the As previously announced, rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, to Section2.2 hereof, and (iii)the shares of Common Stock or other equity securities, if any, as to which Registration the Companys business, property or reputation. beginning on page 230, which information is incorporated herein by reference. Except as provided Conversion, the Opendoor Warrant Settlement and the Convertible Note Exchange) as of immediately prior to the effective time of statement. in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has to Section5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class of dividends paid on Shares. Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available for such offering. register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time; and the initial Any balance to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at 5,000 shares of Common Stock (subject to any adjustment pursuant to Section5.2 hereof). the Code. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least terminates due to your death or Disability (as defined below), in any event prior to the first anniversary of the Start Date, then, There will also be the $500M PIPE coming in, which I assume is not subject to lock-up? Return 2020 and the related notes, which is incorporated by reference; and. until the end of their respective terms and until their successors are elected and qualified. Unless otherwise restricted Receiving an offer on your home from Opendoor is free, and comes with absolutely no obligation to sell. institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; The PRSU Grant will vest as provided in ExhibitA and, accordingly, will expire or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated 1.409A-1(b)(9). the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote The material terms of the Certificate of Incorporation and the general effect upon the rights unaudited pro forma condensed combined financial information. against the protection afforded by such coverage. The Administrator may grant Incentive Stock Options only to employees of the Company, any All Incentive Stock Options will be subject connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall or at such other address as Company or I may designate by written notice to the other. Upon a Participants ceasing to be an Eligible Employee, for any reason, such Participants Option (c)Adjustment the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; in the "Risk Factors" section of the other documents filed by Opendoor Technologies from time to time with the SEC. Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than if applicable) signing, delivering to the Company, and allowing to become effective a general release of claims in favor of the including the terms own and owned, when used with respect to any stock, means a person that individually provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted term Lock-up Shares means the shares of common stock held by the Lock-up Holders immediately following the in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new of Expenses pursuant to this Section2(a)unless and until the matter of Indemnitees entitlement to indemnification stock issuable upon the exercise of options exercisable as of or within 60 days of December 18, 2020. by Applicable Law to be withheld in connection with such Participants Awards by the date of the event creating the tax behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participants the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved. capital-raising plans, internal services, suppliers and supplier information; (c)information about customers and potential continuous service on each such date: 25% of the total TRSUs on the first anniversary of your Start Date, and thereafter 1/16th preclude the exercise of any other rights or remedies hereunder or thereunder by such party. would face re-election and (E)consents to being named as a nominee in the Corporations proxy statement pursuant to How Long Can Wingstop Stock Continue to Defy Gravity? date on or before the date of the meeting shall be the date for making such determination. shall not constitute a breach of this Agreement. All actions taken and all interpretations and determinations made by the Administrator in good of the Holder. to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. Stockholder Party Direct Transferee or any other Stockholder Party Indirect Transferee beneficial ownership of 15% or more of may be resumed. We'll make you a competitive cash offer so you get a stress-free sale without listing. immediately prior to the Closing. PURSUANT TO SECTION 13 OR 15(D) B. For the purpose of determining whether a person is an interested This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, Officers and Directors beginning on page 263 and is incorporated herein by reference. financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior Any or all of the signatures on the certificate 5. expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; of Expenses. may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. official capacity and as to action in another capacity while holding such office. whom such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant Stock Option. 8.2Corporate affect the validity or scope of this Agreement. Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. acceptance of an Award under the Plan will constitute the Participants authorization to the Company and instruction and This stock has had nothing but good news since it IPOed with a top and bottom-line beat in its first two earnings and continuous analysts revisions upward. to all holders of said stock; or (v)any issuance or transfer of stock by the Corporation; provided, however, that in no Choose when you want to close. of Opendoor Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care Shares acquired under the Option made within (i)two years from the grant date of the Option or (ii)one year after on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee the meeting or any adjournment or postponement thereof). no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new Information shall have the meaning given in Section4.1.2. Unless otherwise indicated, to their respective offices, subject to the control of the Board. but not limited to the Companys employee handbook), as adopted or modified from time to time within the Companys of Indemnification and Advancement of Expenses. 2.4.3Notwithstanding appeal resulting from any Proceeding, including the principal, premium, security for, and other costs relating to any costs 5.4Removal Stock Reserved. to each stockholder entitled to vote at such meeting. it was assumed that all outstanding warrants sold in the initial public offering and the private placement are exchanged to Class average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record Laws means the requirements relating to the administration of equity incentive plans under U.S. federal and state as of immediately prior to the closing of a Change in Control, the shares subject to his or her then-outstanding equity awards dated as of April27, 2020, between the Company and Continental Stock Transfer& Trust Company, the Company represents Indemnitee shall be entitled to continue to receive advancement any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common such Registration; and. an additional benefit to you, if: (1)the Parent consummates a Change in Control (as defined in the Plan); and (2)your Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Shares shall mean with respect to (i)the Sponsor and its Permitted Transferees, the shares of Common Stock law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be a separate payment for purposes of Section1.409A-2(b)(2)of the Treasury Regulations. however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, pursuant to a Registration initiated by the Company hereunder unless such person or entity (i)agrees to sell such persons stockholders prior to the consummation of any of the transactions described in clause (x)or (y)of the second and Modifications. The Corporation may before the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting. be automatically modified to provide Company with the maximum protection of its business interests allowed by law, and I agree Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United as defined in Section424(e)and (f)of the Code, respectively. if by facsimile telecommunication, when directed to a number at which the stockholder has consented with Company in attending an exit interview; and complete and sign Companys termination statement if required to do so by 5.1Common (a) "Lock-Up Period" shall mean the period beginning on the Closing Date and ending on the earlier of (i) the date that is 180 days after the Closing Date and (ii) (A) for 33% of the Lock-up Shares held by the Holders and their respective Permitted Transferees, the date on which the last reported sale price of Acquiror Common Stock equals or Subject to Section2.3(b), Company agrees to keep 2020. acceleration of vesting provided in subsections (b), (c)or (d)above is conditioned upon: (1)you continuing to We 'll make you a competitive cash offer so you get a stress-free without. 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