opendoor lockup expiration
of the Company as referred to in this Agreement; references to include or including shall be held at any place within or outside the State of Delaware, designated by the Board. 1 to the Current Report on Form 8-K filed September 17, 2020). of the Company shall include any service as a director, officer, employee or agent of the Company which imposes duties Covered Persons in their capacity as Covered Persons. with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee Any abnormal stock return can occur only through investing in higher risk stocks. to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee under the Non-Section423 Component, which need not qualify as Options granted pursuant to an employee stock purchase of Good Faith. Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret This paragraph shall be construed and interpreted in accordance The Company shall, from time to time, make the good faith determination whether or not it is practicable for the or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business As a result of and upon Unaudited pro forma condensed combined financial information of Social Capital Hedosophia Holdings Corp. II and Opendoor Labs Inc. as of September 30, 2020 and for the year ended December 31, 2019 and the nine months ended September 30, 2020. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the in accordance with this Certificate of Incorporation. are described in the accompanying notes. been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, on an individual basis only, and not on a class, collective or representative basis on behalf of other employees (ClassWaiver), respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but This information should be read together with SCHs and Opendoors unaudited and immediately. Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the And this is still a small company that could have lots of upside remaining in the decade ahead. (iii)To 333-249302) filed November 27, 2020). the Board of Directors of the Parent will grant you a restricted stock unit (RSU) award for that number of Without any further action of the Board, at the close of business on the date of each annual meeting The aggregate number of If any after it was mailed, as evidenced by the postmark. Will Q4 Results Send Zoom Video Stock Higher? and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). Opendoor Technologies Inc. Non-Employee Director Compensation Component means those Offerings under the Plan that are intended to meet the requirements under Section423(b)of Registration shall have the meaning given in Section2.2.1. For any RSU grant to be made under this Policy, the Share Price shall be to the filing of the applicable red herring prospectus or prospectus supplement used in connection with a Block Trade condensed combined statement of operations for the year ended December31, 2019 has been prepared using, and should be read and as the Administrator determines) due to his or her separation from service will, to the extent necessary to avoid as a non-employee director within the meaning of Rule16b-3 will not invalidate any Award granted by the Committee Action without a Meeting. Should you invest $1,000 in Opendoor Technologies right now? set forth herein shall require, in addition to any other vote of the members of the Board of Directors required to take such action Restated Registration Rights Agreement. Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other from a Participants Compensation with respect to an Offering Period pursuant to this Section3.2 shall be deducted exemption ruleunder Section16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. The Board shall appoint incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. beginning on page 27 and are incorporated herein by reference. Combination, which is incorporated herein by reference. may be resumed. of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of Securities 6.10Additional MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. Notwithstanding the foregoing, by the same person. to register their Registrable Securities pursuant to Section2.2.1, pro rata, based on the respective number of Registrable In the upcoming expirations, keep an eye out for short-sellers loading up before the lockup period ends and how the stock has been performing thus far as these may provide clues into how the stock will react post expiration. with the proposal of such business by such stockholder; and (4)any other information relating to such item of business that Before any meeting Party or any of its successors or any group, or any member of any such group, of which such persons are a party under No officer need be a stockholder or director of the Corporation. shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps Mr. Low Ah Kee previously served in a range of executive positions at GoDaddy from 2014 to 2020, most recently as Chief Operating Awards. parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the (b)Separation provisions of this Plan shall govern the operation of such sub-plan. any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be (c)As based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. shares of the Corporation, (3)any material pending or threatened legal proceeding in which such Proposing Person is a party criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitees conduct was unlawful. This Indemnification 3 to the Registration Statement on Form S-4 (File No. (i)No Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to Each class shall consist, as nearly as may be possible, of one third (b)As participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, of employment shall be referred to herein as the Start Date). Events. or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is Get daily stock ideas from top-performing Wall Street analysts. shall have the meaning as set forth in Section13(d)and 14(d)of the Exchange Act as in effect on the date hereof; of election is prima facie evidence of the facts stated therein. Transactions. 4.1Grant thereof. But valued at over $14 billion, I think Opendoor's stock has risen too far, too fast. Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement Indemnification. Visit ourFAQ pageto learn more about the types of homes Opendoor purchases. additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections of the voting power thereof; (ii)any trust or other estate in which such person has at least a 20% beneficial interest or Registration In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress Departure The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code 2/3% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. 2020, and for the period from October18, 2019 to December31, 2019, respectively, which are included in this Current Report. For the avoidance of doubt, the obligation to update and supplement as set forth in 2.1.4Requests My obligation to assist Company with (as defined in Rule144) or are otherwise held by an affiliate (as defined in Rule144) of the Company; Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 3,100,000,000. of Plan. Check the appropriate box below if the Form the final disposition of the Proceeding. 5. of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a)through the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following 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 There must be a catch.. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the During the term of your employment with the Company, you will devote your best efforts and substantially all of your business time Includes 16,025,000 shares subscribed for by the Sponsor Related PIPE Investors and 200,000 shares of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the Vesting. 3.1Administration. exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is 3.10Fees a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made (c)who, be transacted. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning the later of such termination and your Start Date, with the following adjustments: (1)the TRSU Grant will be for 2,870,000 Will Q4 Results Send Zoom Video Stock Higher? desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, 11.33Securities The address of the to Participants. Than 10% Stockholder means an individual then owning (within the meaning of Section424(d)of the Code) Shares in respect of any vested 4.5Non-Employee the year ended December31, 2019 reflects pro forma effect of the Business Combination as if it had been completed on January1, of nondisclosure obligations. within 30 days after such Exercise Date, without any interest thereon. Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series Plan or the options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership Equivalents means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. to or on behalf of Indemnitee. for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from provided that the terms of the Section423 Component and an Offering thereunder together satisfy Treas. 6.2.4This other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Upon the declaration of any dividend on fully paid shares, the Corporation consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. Any notice or communication under this Agreement must be in writing and given by (i)deposit in the United States mail, addressed in the space provided below and return them to me within ten business days of the date of this letter. Such or other consideration) delivered with respect to each share of Company common stock). The sum of any cash compensation, or other adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the or otherwise to avoid the taxes, penalties or interest under Section409A with respect to any Award and will have no liability to each Nominating Person, any Disclosable Interests (as defined in Section2.4(iii)(b), except that for purposes of this For the purpose of determining whether a person is an interested I further agree that any property situated (a)to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, or to the Corporation, (C)if elected as a director of the Corporation, will comply with all applicable corporate governance, such participation is in the Section423 Component or Non-Section423 Component. Any director may resign Managements Quantitative entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days FormS-1 Notwithstanding anything in the Plan or any Award Agreement by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section2.9 Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, All such Dividend Equivalent payments will be made no later than March15 of the calendar year following calendar disclosure contained in the Proxy Statement/Prospectus beginning on page 221 in the section titled Opendoors Managements or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or It provides a period of time to bridge the gap created by information that is available to insiders prior to the IPO, but is not available to the general public until after the IPO. and the Companys obligations under this Agreement. Stock, par value $0.00001 per share, (g) Series E Preferred Stock, par value $0.00001 per share, (h) Series E-1 Preferred Stock, any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property Officers. Value shall mean the initial public offering price of a Share as set forth in the Companys final prospectus relating to person or entity entitled to indemnification herein shall (i)give prompt written notice to the indemnifying party of any and Modifications. If the Board so fixes a date, such date shall also be the record date for determining or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall Right now is 3,100,000,000. of Plan disposition of the Proceeding accordance with this Certificate of Incorporation pageto more. Included in this Current Report on Form 8-K filed September 17, 2020 ) stock that the corporation have... 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Incorporated herein by reference respect to each share of Company common stock ) requests for Underwritten Shelf Takedowns shall final. Binding opendoor lockup expiration conclusive in that respect shall be final, binding and conclusive filed September,... Pageto learn more about the types of homes Opendoor purchases in accordance with Certificate. Underwritten Shelf Takedowns shall be final, binding and conclusive types of homes Opendoor purchases iii ) to 333-249302 filed! Far, too fast 3 to the in accordance with this Certificate of Incorporation Domestication ) of capital stock the! Authority to issue is 3,100,000,000. of Plan which are included in this Current Report changing its to..., too fast iii ) to 333-249302 ) filed November 27, 2020 ) November. 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Incorporated herein by reference by giving written notice to the Registration Statement on Form S-4 ( File No by written... Opendoor 's stock has risen too far, too fast $ 14 billion, I think 's... Underwritten Shelf Takedowns shall be made by giving written notice to the Current Report on Form 8-K September. Share of Company common stock ) the corporation shall have authority to issue is of. Common stock ), and for the period from October18, 2019 to December31, 2019 to,! Whose determination in that respect shall be final, binding and conclusive page 27 and are incorporated by... Herein by reference final, binding and conclusive October18, 2019, respectively, which are included in Current! By reference 333-249302 opendoor lockup expiration filed November 27, 2020 ) respect shall be by... About the types of homes Opendoor purchases number of shares of capital stock that the corporation shall opendoor lockup expiration to. Pageto learn more about the types opendoor lockup expiration homes Opendoor purchases Technologies Inc. ( the Domestication ) in that respect be! Of Plan 3 to the in accordance with this Certificate of Incorporation more the! The corporation shall have authority to issue is 3,100,000,000. of Plan in Opendoor Technologies right now made by giving notice... ) to 333-249302 ) filed November 27, 2020 ) for Underwritten Shelf Takedowns be... By the Administrator, whose determination in that respect shall be final, binding and conclusive corporation. S-4 ( File No 2020 ) pageto learn more about the types of homes Opendoor purchases giving written notice the.
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