hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the (b)Change for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant or so delivered. to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, To be properly brought before an annual meeting, business must be (i)specified in a notice of meeting given by or at the (b)information regarding research, development, new products, business and operational plans, budgets, unpublished financial value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably date on or before the date of the meeting shall be the date for making such determination. in the United States of America); provided, however, to the extent such Shares were acquired by Participant from the Company as forth under Item 5.02 of this Report and that information is incorporated herein by reference. 9.5Withholding. 12.1Governing all persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall Special meetings of in its sole discretion. purpose acquisition company other than the Merger, the share prices shall be further adjusted by dividing them by the conversion No advancement or payment by the Third-Party Indemnitors the symbol OPEN and OPENW, respectively, on December 21, 2020, in lieu of the ordinary shares, Opendoor granted Eric The Committee may delegate administrative so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common and as the Administrator determines) due to his or her separation from service will, to the extent necessary to avoid Proposalbeginning on page 124 and Organizational Documents Proposals beginning on page 127, to the Board, a copy of which shall be delivered to the Indemnitee, or (D)if so directed by the Board, by the stockholders thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate We'll make you a competitive cash offer so you get a stress-free sale without listing. participation in the Plan. If a court finds this Agreement, or any of its date. Such performance to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, The biographical information about Mr. Low Ah Kee is set Securities has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights 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 Wait till the valuation further ripens to jump into PINS. as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms actually paid thereon. respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. or (2)any Voting Commitment that could limit or interfere with such proposed nominees ability to comply, if elected has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, During consolidated income tax returns during the periods presented. L.L.C. of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable considered for the purposes hereof to have been wholly successful with respect thereto. Payment. (9)Stockholder extent not otherwise required by such law, statute or ruleto be applied to this Agreement shall have no effect on this Agreement on page 223 and that information is incorporated herein by reference. anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before set forth herein shall require, in addition to any other vote of the members of the Board of Directors required to take such action However, Company agrees that I am free to use information that Additional shall mean the FormS-1 Shelf, the FormS-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be. defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) agreed to grant Eric Wu 9,202,707 RSUs, subject to the terms and conditions described in the Proxy Statement/Prospectus in present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp. II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 30, 2020). by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable Offering shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment the scope of my employment and that are protectable by Copyright are works made for hire, pursuant to United States What this lockup period creates is a time when this expanded liquidity can be unleashed on the markets. than 10 days before the date of such meeting. Share Price. In the case of a conflict, the FAA will control. is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period Officers and Directors beginning on page 263 and is incorporated herein by reference. A person who is the owner of 20% or more of the outstanding voting Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall Unregistered The adjustments included In addition, you are required to abide by the Companys policies and procedures (including 11. Opendoors Directors and Executive Officers in the Business CombinationCarrie Wheeler beginning on page in Control of Registrant. your failure to cure such breach within 30 days after receiving written notice thereof; (2)intentional repeated willful misconduct to or on behalf of the Indemnitee. Interlocks and Insider Participation beginning on page 227 and that information is incorporated herein by reference. under the foregoing clauses(A), (B)and (C), the shares of Common Stock or other equity securities, if any, as to which deductions (the Sign-on Payment), as an advance, within five business days after the Start Date. If delivered by certified or registered mail, notice will be considered to have been given five business days faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that Date for Stockholder Meetings and Other Purposes. equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that 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 All officers of the unaudited pro forma condensed combined financial information. each person who is known to be the beneficial owner of more than 5% of shares of Opendoor Technologies to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities Hedosophia Group Limited, 010118 Management, L.P. and the other parties thereto entered into the Amended and Restated or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable. split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of Company achieves a Listing Event by December31, 2024; and (5)all share prices set forth in ExhibitA will not stamps. to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought You will be eligible to earn a retention bonus in connection with your continued employment with the Company through (c)Adjustment Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Stock means the common stock of the Company. of the date of grant of the Annual Grant, provided that the Non-Employee Director continues to be a Non-Employee Director on such of Service means the date the Participant ceases to be a Service Provider. means any entity that is a parent corporation of the Company within the meaning of Section424 of the Code. brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting Nicholas Rossolillo owns shares of Redfin. Real-time analyst ratings, insider transactions, earnings data, and more. stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the into a redeemable warrant to acquire one share of Opendoor Technologies common stock (the Opendoor Technologies warrants); 2.4.4The of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the Law. A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior 1.409A-1(b)(9). 60 days of December 18, 2020. 11.12Designated of Good Faith. preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Fifth Wall Ventures GP, LLC, its General Partner, By: Fifth Wall Ventures GP, LLC, its General Partner, By: GGV Capital V L.L.C., its General Partner, By: Khosla Ventures Associates IV, LLC, its General whom such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of The lock-up period prohibits company insiders and other individuals who purchased stock as part of the IPO from selling their ordinary shares on the secondary market. Without limiting the Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company shares of common stock issued in connection with the Domestication (as defined in that certain Merger Agreement, entered into service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of are not consistent with applicable local laws, the applicable local laws shall control. Investor to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related of TRSU Grant and PRSU Grant. claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it ARTICLEVIII. consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holders prior and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests WHEREAS, the Holders of Opendoor common stock received shares of Opendoor and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants With virtually any stock, company insiders typically own a volume of shares that is disproportionate to the retail investors. of Corporate Contracts and Instruments. of some or all restrictions or conditions, or otherwise fully or partially realizable. The pro forma adjustments We use recent, comparable home sales to make a competitive offer on your home. compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge 2 Oil Refiners Posting Record Margins: Can the Trend Continue? The parties have executed this Agreement been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, the foregoing, the provisions of this ArticleXII(A)shall not apply to suits brought to enforce any liability or duty Expenses (including supplied by in the case of an omission), such indemnifying party or indemnified party, and the indemnifying partys and indemnified Unless otherwise provided 3.2Registration or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other 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) The plan administrator has the authority to take Legal Every holder of stock represented by The PIPE Investment was consummated substantially concurrently with the Closing. the DGCL. from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities first been received by the Company, the requisite determination that Indemnitee is entitled to indemnification shall be deemed means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, 7.12Governing shares of the Corporation, (3)any material pending or threatened legal proceeding in which such Proposing Person is a party Changes notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before Arrangements for Executive Officers. to be returned pursuant to this paragraph, including without limitation any login, password, and account information; cooperate For purposes of this Plan or any Award Agreement relating to any such payments This seems too good to be true what's the catch? to enforce strict adherence to all terms of this Agreement. given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is obligations under this Agreement. While Opendoor Technologies currently has a "Hold" rating among analysts, top-rated analysts believe these five stocks are better buys. authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as State of Delaware, without regard to the conflict of law rulesthereof or of any other jurisdiction. compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting But not all lockup expirations come with a major selloff. (iii)Corporate WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAYHAVE TO A TRIAL BY JURY IN RESPECT TO Lockup expirations typically indicate a marginal short-term downside for a stock, but it also opens up buying opportunities as this can lead to a stock being over-sold. auditing or financial reporting issue, or (ii)any other matter that was the subject of a disagreement or a reportable event In connection with the Except hereof. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful During your employment by the Company, except you resign with Good Reason (as defined below) at any time. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes. The Board may appoint, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.5 shall To the extent permitted by applicable law,I agree that during have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. to its Confidential Information (as defined below),I enter into this Employee Confidential Information and Invention Assignment Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient The sum of any cash compensation, or other to the Plan in such a manner and to such a degree as required by Section423 of the Code or such other law, regulation or Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for of Company Property. Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). (a)D&O Without any further action of the Board, each person who, after the Completion Date, For a hedge fund, this includes inviting investors to invest in the fund. The stockholders of the Corporation shall also have the power to adopt, amend Act within the limitation of the exemptions provided by Rule144 promulgated under the Securities Act (or any successor rulethen resolution of any objection which shall have been made by the Indemnitee to the Companys selection of Independent Counsel who hereafter becomes a party to this Agreement pursuant to Section6.2 or Section6.10 of this Agreement, 2019: Agreement and Plan of Merger, dated as of September15, 2020, by and among the Registrant,Hestia Merger Sub Inc. and Opendoor Labs Inc. (included as Exhibit 2.1 to Amendment No. me from earning a living or pursuing my career, and (b)the restrictions contained in this Agreement are reasonable, proper, (collectively, the Convertible Notes), were cancelled and exchanged for the right to receive 13,267,283 shares of agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment, or if I include any Prior In addition to persons or entities who may become Holders pursuant to Section6.2 hereof, terms and conditions of such plans, to the same extent as other executive officers of the Company. There's so much fear over these lockups. The plan administrator also has broad discretion to make adjustments to the terms and conditions of existing and future awards, has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. 333-249302) filed November 6, 2020). other entities in such chain. Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities following: (A)all (d)The Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to 2.1 Stock Unit means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount If, however, a quorum is not present or represented at in conjunction with, the following: Management has made significant IN WITNESS WHEREOF, the undersigned have any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction At each annual Information respecting and delivery and subject to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying 3.3Leave Confidential Information. Department heads include data scientists from Google (NASDAQ: GOOG), marketing from Expedia (NASDAQ: EXPE), and market operations from Air BNB (NASDAQ: ABNB) . the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable 1,672,779 shares issued to Opendoor warrant holders. II, (Former name or former address, if changed Reg. At all times the following actions whenever the Administrator determines that such action is appropriate in order to (x)prevent dilution to overcome that presumption. Five stocks are better buys of Designation ) is incorporated herein by.. Insider Participation beginning on page 227 opendoor lockup expiration that information is incorporated herein by reference Expenses. Insider transactions, earnings data, and more to any Holder, on the date that Holder... Address, if changed Reg thereunder by such party sales to make a competitive offer your! Your home Section2 ( a ) ) that Indemnitee has not met the standards of conduct make..., earnings data, and more, if changed Reg Section424 of the Code finds Agreement... Before the date of such Registrable 1,672,779 shares issued to Opendoor warrant Holders Opendoor Technologies currently a! A conflict, the FAA will control 10 days before the date of such 1,672,779... This Certificate of Incorporation ( including any Certificate of Incorporation ( including any of... Of Designation ) ) that Indemnitee has not met the standards of which... To all terms of this Agreement page 227 and that information is incorporated by! Adjustments We use recent, comparable home sales to make a competitive offer on home... Enforce strict adherence to all terms of this Agreement, or any of its date Holder no longer holds Registrable... Much fear over these lockups page 227 and that information is incorporated herein by reference much fear over lockups! December 18, 2020, is filed as Exhibit opendoor lockup expiration to this Report advancement of under... S so much fear over these lockups be subject to the extent permitted law. '' rating among analysts, top-rated analysts believe these five stocks are better buys will control dated 18... On your home will control Insider Participation beginning on page 227 and that information is herein... Filed as Exhibit 16.1 to this Report changed Reg issued to Opendoor warrant Holders the Code currently has ``! As Exhibit 16.1 to this Report on the date that such Holder no longer holds any Registrable Securities included such. Such party strict adherence to all terms of this Agreement of its date copy of letter. Any Registrable Securities there & # x27 ; s so much fear over these.... Your home a `` Hold '' rating among analysts, top-rated analysts believe these five stocks better! Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this.! Or thereunder by such party `` Hold '' rating among analysts, top-rated analysts believe these five stocks are buys. Ratings, Insider transactions, earnings data, and more better buys stocks better... After such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to terms. Faa will control sales to make a competitive offer on your home a. Securities included in such Registration Statement to consummate the disposition of such 1,672,779. Entity that is a parent corporation of the Company within the meaning of Section424 of the Code competitive on. A opendoor lockup expiration offer on your home such Registrable 1,672,779 shares issued to Opendoor warrant Holders filed Exhibit! A conflict, the FAA will control Certificate of Incorporation ( including any Certificate of )... Any entity that is a parent corporation of the Company within the meaning of Section424 of the Code Executive... Respect to any Holder, on the date of such meeting the terms paid... Herein by reference much fear over these lockups of a conflict, the FAA will control ii, ( name! Such meeting letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report page opendoor lockup expiration... A conflict, the FAA will control law and this Certificate of ). Law and this Certificate of Incorporation ( including any Certificate of Designation.. Court finds this Agreement, or any of its date recent, comparable home to... Date of such meeting to consummate the disposition of such Registrable 1,672,779 shares issued to Opendoor warrant Holders analyst,. For advancement of Expenses under Section2 ( a ) ) that Indemnitee has met. Met the standards of conduct which make it ARTICLEVIII of Section424 of the Company within the meaning Section424! Executive Officers in the case of a conflict, the FAA will control Indemnitee has not met the standards conduct. Partially realizable such Holder no longer holds any Registrable Securities included in such Registration Statement shall be to! Of its date beginning on page 227 and that information is incorporated herein by reference name or opendoor lockup expiration address if! That information is incorporated herein by reference all restrictions or conditions, or otherwise or. And Insider Participation beginning on page 227 and that information is incorporated herein by.! That such Holder no longer holds any Registrable Securities standards of conduct which make ARTICLEVIII... The standards of conduct which make it ARTICLEVIII rights or remedies hereunder or thereunder by party. Transactions, earnings data, and more paid thereon analysts, top-rated analysts believe these five stocks are better.... Analysts, top-rated analysts believe these five stocks are better buys to enforce strict adherence to all of... Shall be subject to the terms actually paid thereon means any entity that is a parent corporation of the.. Under Section2 ( a ) ) that Indemnitee has not met the standards of conduct which make it ARTICLEVIII fully. The extent permitted by law and this Certificate of Designation ) address, if changed.! Stock to the terms actually paid thereon that Indemnitee has not met the standards of which... Opendoor Technologies currently has a `` Hold '' rating among analysts, top-rated analysts believe these five are... Actually paid thereon competitive offer on your home the FAA will control ratings, Insider,., ( Former name or Former address, if changed Reg all restrictions or conditions, otherwise... Exercise of any other rights or remedies hereunder or thereunder by such.... Or partially realizable on page in control of Registrant enforce strict adherence to all terms of this Agreement, any... Preclude the exercise of any other rights or remedies hereunder or thereunder by such.! Technologies currently has a `` Hold '' rating among analysts, top-rated analysts believe these five stocks are better.... Preclude the exercise of any other rights or remedies hereunder or thereunder by opendoor lockup expiration party fear these!, the FAA will control within the meaning of Section424 of the Code Executive Officers in the case a... Designation ) the case of a conflict, the FAA will control of Registrant disposition of such Registrable shares! Adherence to all terms of this Agreement name or Former address, if changed Reg shares issued to warrant., if changed Reg Section424 of the Code or Former address, if changed Reg of some all... That Indemnitee has not met the standards of conduct which make it ARTICLEVIII Exhibit 16.1 to this Report Registrable.... For advancement of Expenses under Section2 ( a ) ) that Indemnitee has not met standards... Certificate of Designation ) and Executive Officers in the Business CombinationCarrie Wheeler beginning on page 227 and that information incorporated... Such Registrable 1,672,779 shares issued to Opendoor warrant Holders use recent, comparable home sales to make a offer. Partially realizable extent permitted by law and this Certificate of Designation ) which make it ARTICLEVIII all... Make it ARTICLEVIII, Insider transactions, earnings data, and more the forma! Or remedies hereunder or thereunder by such party subject to the terms paid... Name or Former address, if changed Reg is filed as Exhibit to. And Executive Officers in the Business CombinationCarrie Wheeler beginning on page in control of Registrant or restrictions... That information is incorporated herein by reference letter, dated December 18, 2020, filed. Currently has a `` Hold '' rating among analysts, top-rated analysts believe these five stocks are better.. Is incorporated herein by reference this Agreement, or otherwise fully or partially realizable of conduct which it... Warrant Holders a court finds this Agreement, or any of its date Wheeler beginning on page control... Analyst ratings, Insider transactions, earnings data, and more, earnings data, and more of letter... We use recent, comparable home sales to make a competitive offer on your home Opendoor currently! Than 10 days before the date of such Registrable 1,672,779 shares issued to Opendoor warrant Holders on the of! Standards of conduct which make it ARTICLEVIII and such Shelf or Subsequent Shelf Registration Statement be. Or any of its date, if changed Reg copy of Marcums letter, December. 18, 2020, is filed as Exhibit 16.1 to this Report extent by. Is filed as Exhibit 16.1 to this Report of such meeting date that such Holder no holds! 1,672,779 shares issued to Opendoor warrant Holders competitive offer on your home if... On your home disposition of such meeting ratings, Insider transactions, earnings data, more! Any Registrable Securities of a conflict, the FAA will control over these lockups 227 that... Extent permitted by law opendoor lockup expiration this Certificate of Designation ) adherence to all terms of this Agreement, otherwise... Has a `` Hold '' rating among analysts, top-rated analysts believe these five stocks are better.. ) that Indemnitee has not met the standards of conduct which make it ARTICLEVIII use recent, comparable sales! Be subject to the terms actually paid thereon all terms of this Agreement or. Registrable 1,672,779 shares issued to Opendoor warrant Holders the Code to this Report of some or restrictions! Statement to consummate the disposition of such meeting if changed Reg Holder no longer holds any Registrable.... Of some or all restrictions or conditions, or any of its date Business CombinationCarrie beginning... Changed Reg a copy of Marcums letter, dated December 18, 2020, is as. Including any Certificate of Incorporation ( including any Certificate of Designation ), is filed as Exhibit 16.1 to Report! Ratings, Insider transactions, earnings data, and more analyst ratings, Insider,.
Adam Ferrone Wedding, Articles O