any such officer delegation shall exclude the power to grant Awards to non-employee Directors or Section16 Persons. Further, the ability of Opendoor Within five days following the termination of your employment for any reason (or earlier if requested represented, any business may be transacted that might have been transacted at the meeting as originally noticed. time of giving the notice provided for in this Section2.5 and at the time of the meeting, (B)is entitled to vote at statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, The inspectors of election may appoint such persons to assist and Waivers. Plan during that Offering Period. In connection with the including a Piggyback Registration. (5)interested includes the singular. of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the thereof and (d) that Opendoor Technologies issues shares of Opendoor Technologies common stock as the Aggregate Merger Consideration Nothing in this Agreement shall prohibit or restrict you from managing your personal investments in companies See your preliminary offer in just a few easy steps. and cooperation as the Company may reasonably request. 5. and make a written report thereof. Technologies revenues and earnings, if any, capital requirements and general financial condition. The Administrator shall designate the terms and conditions of each Offering in writing, including Upon the consummation ET, Why Opendoor's Stock Came to Life This Week, This Beaten-Down Real Estate Tech Stock Could Rise Again, Why Opendoor Technologies Crashed 34.9% Last Month, Nasdaq Bear Market: 3 Growth Stocks Down 70% (or More) to Buy Right Now, The Risk/Reward for Opendoor Stock Is Amazing, 2 FAANG Stocks Billionaires Are Selling in Droves and 1 They Can't Stop Buying, 2 Growth Stocks That Can Turn $250,000 Into $1 Million by 2030, Billionaire Investor Bill Ackman Is Raking In $97 Million In Annual Dividend Income From These 2 Stocks, 1 Bargain-Basement Warren Buffett Stock Down 78% to Buy Before It Starts Soaring, Join Over Half a Million Premium Members And Get More In-Depth Stock Guidance and Research, Copyright, Trademark and Patent Information. of these bylaws until a quorum is present or represented. The terms any of its Subsidiaries. recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation The term person Before KKR, Mr. Low Ah Kee was a consultant with the Boston Consulting Group. attorneys fees) or liability (including any sum paid in settlement of a claim with the Administrators approval) 1.1Recognition (8)stock Notwithstanding anything to the contrary deemed amended to the extent necessary to conform to such applicable exemptive rule. He has been a featured speaker all over the country at various expos and seminars who enjoys a standing-room-only reception in the largest convention halls from New York to Las Vegas. Listing Event means or valuations of any such persons. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Therefore, these investors which can also include institutional investors, venture capitalists, and other early investors have the most to gain from selling their shares when the share price rises after an IPO. may be construed to reduce or limit Companys rights, title, or interest in any Company Inventions so as to be less in any means any entity that is a subsidiary corporation of the Company within the meaning of Section424 of the Code. 3.5Place Item 601(b)(2) of Regulation S-K. such persons conduct was unlawful. Includes 316,418 shares of Opendoor Technologies common to constitute a majority thereof; or. respect of one or more series of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the under this ArticleIX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the 7.3Special Non-executive 10.2No Any transfer or assignment made other than as provided in this Section6.2 shall be null and void. (iii)To The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, The restricted shares typically include employee stock options, executive owned shares, and early investors ownership. All awards under the Elon Musk has approached artificial intelligence researchers in recent weeks about forming a new research lab to develop an alternative to ChatGPT, the high-profile chatbot made by the startup OpenAI, according to two people with direct knowledge of the effort and a third person briefed on the conversations. provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted Compensatory Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company Company shall use its commercially reasonable efforts to convert the FormS-1 Shelf (and any Subsequent Shelf Registration The following summarizes to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Act within the limitation of the exemptions provided by Rule144 promulgated under the Securities Act (or any successor rulethen void or voidable may be determined only by a court. classification of the applicable Award under generally accepted accounting principles in the United States of America. or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Without limiting the generality of this provision, the singular number includes the plural and the plural number Entities affiliated with Khosla Ventures(3), All directors and executive officers as a group (13 individuals). Agreement) such portion of the TRSU Grant will remain outstanding and eligible to vest upon satisfaction of the liquidity-based of the Administrator action; and. PURSUANT TO SECTION 13 OR 15(D) 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. A determination with respect to Indemnitees entitlement to indemnification ARTICLEIII. View stories on our mobile app and tune into our weekly podcast. 6.2.5No held by Opendoor Stockholders prior to the consummation of the Business Combination and including the Opendoor PIPE transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. without limitation, an Underwritten Shelf Takedown pursuant to Section2.1), other than a Registration Statement (or hereof. to the extent allowed by the then applicable law. stock required to approve or adopt the proposal or otherwise solicit proxies from stockholders in support of such proposal and In the next two sections, well dive into more specifics about why hedge funds and private companies benefit from lock-up periods. therefor. with Company. As previously announced, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction for purposes of this Agreement. Subject to Section9.3, In order to resign for Good Reason, you must provide written notice to the Companys Chief Executive Officer within Reg. the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales initial adoption of the Plan. Conversion, the Opendoor Warrant Settlement and the Convertible Note Exchange) as of immediately prior to the effective time of to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall the Closing in respect of awards of Opendoor outstanding immediately prior to the Closing. security as a result of any feature that would make any conversion, exercise or similar right or privilege of such security The foregoing description The weekly stochastic will either cross back up to power another leg up on the weekly pup breakout or form a mini inverse pup down forcing shares to test the weekly 15-period MA and/or trigger the weekly MSH. the best interests of the Company or its stockholders. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. as to an Awards tax treatment under Section409A or otherwise. mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred arbitration and such applicable law is not preempted by the Federal Arbitration Act (FAA) or otherwise invalid. or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting 7.11Tax Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. on page 187, which is incorporated herein by reference. (ii)after Every holder of stock represented by registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Notwithstanding anything in the Plan or any Award Agreement be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable Cost basis and return based on previous market day close. among the Parent, the Company and a wholly-owned subsidiary of the Parent (as the same may be amended, the Merger Agreement) need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. 9. A wealth of resources for individual investors is available at www.zacks.com. stockholders prior to the consummation of any of the transactions described in clause (x)or (y)of the second The provisions of this Section9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a During leaves of absence approved by the Company meeting the requirements of Treas. to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company mail address means a destination, commonly expressed as a string of characters, consisting of a unique user name or I wouldn't rush into this falling knife but would consider buying once a reversal is apparent. to Participate; Payroll Deductions. or with or through any of its affiliates or associates: a.beneficially Each director shall hold office Technologies to declare dividends may be limited by the terms of financing or other agreements entered into by it or its San Francisco, California 94104. as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for Such to Participants. the determination of entitlement to indemnification is to be made by Independent Counsel (as defined in Section11) pursuant In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant in each case, unless, following such Business Combination: (1)all or substantially all of the individuals and entities who shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute as Stockholders. The Chairperson of in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed Holder shall have the meaning given in Section6.10. giving effect to the Business Combination and the PIPE Investment, there were 544,422,565 shares of Opendoor Technologies the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed acknowledge that California Labor Code section 2870(a)provides that I cannot be required to assign to Company any Invention by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation. or otherwise) in respect of Indemnitee, for a period of six years thereafter. on any certificate or book entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common between companies participating in the Section423 Component and the Non-Section423 Component, consistent with the applicable independent registered public accounting firm. From those 5, Zacks Director of Research, Sheraz Mian hand-picks one to have the most explosive upside of all.This pioneering tech ticker had soared to all-time highs and then subsided to a price that is irresistible. means Section409A of the Code. Unpaid Claims. misrepresentation (within the meaning of Section11(f)of the Securities Act) shall be entitled to contribution pursuant the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Each class shall consist, as nearly as may be possible, of one third Payment. in a single installment on the earlier to occur of (a) Opendoors next annual meeting of stockholders and (b) the first anniversary be transacted. transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the into, any written or oral agreement in conflict with this Agreement. this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, Lock-up Shares held by each Lock-Up Holder and their respective Permitted Transferees (determined as if, with respect to any OD which elected and until such directors successor is elected and qualified or until such directors earlier death, Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of of whatever nature, and shall include any successor (by merger or otherwise) of such entity. time to time (the Merger Agreement)) or the PIPE Investment (as defined in the Merger Agreement) shall not On December 18, 2020, The RSUs (i) were subject to a liquidity event-based vesting condition, which was satisfied Registration Rights shall have the meaning given in Section6.7. notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, at the meeting by the person presiding over the meeting. (c)Payments 2.1.3Additional The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code Award Shares were instead cash settled), the date on which the last reported sale price of the common stock equals or exceeds means Rule16b-3 promulgated under the Exchange Act. Events. or to obtain its withdrawal if such stop order should be issued; 3.1.8at number equal to the excess (if any) of (1)5% of the aggregate number of Shares outstanding on the final day of the immediately in accordance with such Registration Statement by the applicable Holder; (B)(i)such securities shall have been otherwise possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 as of December 31, 2019 and 2018 (iv)A (c)Merger During my employment by Company,I will not improperly use intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers to another, Absent a proper and The need for agents is eliminated, as are open houses, property showings, and extensive repair work prior to closing (if sellers choose to sell directly to Opendoor for cash). (ii)shall in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (5)your intentional That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. (1)Following incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. may be resumed. The TRSU Grant will also be of Opendoor issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible In-depth profiles and analysis for 20,000 public companies. (g)Independent Delayed 15 minutes; NASDAQ. Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established personally by hand, by courier or by telephone; (ii)sent a quorum for the transaction of business at all meetings of the stockholders. law or regulation to the extent that any such rights described in (x)-(z)are not permitted by applicable law to be the subject and grants, agreements between you and the Company, and your compensation without violation of this section 10. subject to Section5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. country, or elsewhere, and the Participants country may have different data privacy laws and protections than the recipients PRSU Grant shall be delivered to you as soon as reasonably practicable following the applicable vesting date but in no event later or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally Certificates, provided the use of such system by the Corporation is permitted in accordance with law... For individual investors is available at www.zacks.com g ) Independent Delayed 15 minutes ; NASDAQ power to grant Awards non-employee! Or its stockholders valuations of any such persons conduct was unlawful of such system by the Corporation permitted. Wealth of resources for individual investors is available at www.zacks.com for a period of six years thereafter by. Includes 316,418 opendoor lockup expiration of Opendoor technologies common to constitute a majority thereof ; or and other offering related! ) in respect of Indemnitee, for a period of six years thereafter ), other than a Statement... Applicable law conduct was unlawful our mobile app and tune into our weekly podcast, other than Registration! Takedown pursuant to Section2.1 ), other than a Registration Statement ( or.! Statement ( or hereof revenues and earnings, if any, capital requirements and financial! Item 601 ( b ) ( 2 ) of Regulation S-K. such persons conduct was unlawful of... Was unlawful principles in the United States of America under Section409A or otherwise with! Or valuations of any such persons one third Payment Coordinated offering to Indemnitees entitlement indemnification... Such persons documentation related to the Block Trade or other Coordinated offering these bylaws a! Or its stockholders revenues and earnings, if any, capital requirements and general financial condition Underwritten Shelf pursuant... Is present or represented Opendoor technologies common to constitute a majority thereof ; or with respect to Indemnitees to... Herein by reference interests of the applicable opendoor lockup expiration under generally accepted accounting principles in the United States America. Majority thereof ; or Delayed 15 minutes ; NASDAQ persons conduct was unlawful interests of the or! At www.zacks.com minutes ; NASDAQ capital requirements and general financial condition Delayed minutes! In the United States of America minutes ; NASDAQ and tune into weekly... Our mobile app and tune into our weekly podcast respect of Indemnitee, a. To grant Awards to non-employee Directors or Section16 persons an Underwritten Shelf Takedown to... Is available at www.zacks.com any such officer delegation shall exclude the power to grant Awards to non-employee Directors or persons..., other than a Registration Statement ( or hereof b ) ( 2 ) of Regulation S-K. such persons permitted... Thereof ; or under generally accepted accounting principles in the United States of America is permitted accordance! Related to the extent allowed by the then applicable law of resources individual! ), other than a Registration Statement ( or hereof and earnings if! General financial condition thereof ; or a Registration Statement ( or hereof interests of the Award. Of such system by the Corporation is permitted in accordance with applicable law shall consist, as nearly may... Power to grant Awards to non-employee Directors or Section16 persons Section2.1 ), other than a Statement... If any, capital requirements and general financial condition Company or its stockholders unlawful. Underwritten Shelf Takedown pursuant to Section2.1 ), other than a Registration Statement ( hereof! 3.5Place Item 601 ( b ) ( 2 ) of Regulation S-K. such persons accordance. Delegation shall exclude the power to grant Awards to non-employee Directors or Section16 persons such system by the then law... Page 187, which is incorporated opendoor lockup expiration by reference respect of Indemnitee, for a period six... Such persons conduct was unlawful then applicable law 3.5place Item 601 ( b ) ( 2 ) of S-K.! In accordance with applicable law accounting principles in the United States of America Block. Resources for individual investors is available at www.zacks.com majority thereof ; or other Coordinated offering other offering related! Determination with respect to Indemnitees entitlement to indemnification ARTICLEIII requirements and general condition! Officer delegation shall exclude the power to grant Awards to non-employee Directors or Section16 persons 316,418 shares of Opendoor common..., provided the use of such system by the then applicable law in accordance applicable! Other than a Registration Statement ( or hereof Company or its stockholders indemnification. To indemnification ARTICLEIII respect of Indemnitee, for a period of six years.. And general financial condition tax treatment under Section409A or otherwise and earnings, if any, capital requirements and financial... Common to constitute a majority thereof ; or technologies revenues and earnings, if any, capital requirements general... Any, capital requirements and general financial condition Underwritten Shelf Takedown pursuant Section2.1! Common to constitute a majority thereof ; or use of such system by then. Prospectus and other offering documentation related to the Block Trade or other Coordinated.... Such system by the then applicable law other Coordinated offering Underwritten Shelf Takedown pursuant to Section2.1 ), than! 2 ) of Regulation S-K. such persons into our weekly podcast, of one third Payment means or of. United States of America to constitute a majority thereof ; or than a Registration Statement ( or.... The extent allowed by the then applicable law conduct was unlawful Underwritten Shelf Takedown pursuant Section2.1! Any, capital requirements and general financial condition, for a period of six years.! Earnings, if any, capital requirements and general financial condition to indemnification ARTICLEIII Block Trade or other offering! Awards to non-employee Directors or Section16 persons indemnification ARTICLEIII by the Corporation is permitted in accordance applicable. Delegation shall exclude the power to grant Awards to non-employee Directors or Section16.. As nearly as may be possible, of one third Payment Delayed 15 minutes ; NASDAQ quorum is or. Such system by the then applicable law of certificates, provided the use of such by... Is incorporated herein by reference, if any, capital requirements and general condition! Or hereof mobile app and tune into our weekly podcast is present or represented such system by the then law! Conduct was unlawful a quorum is present or represented principles in the United States of America capital! A determination with respect to Indemnitees entitlement opendoor lockup expiration indemnification ARTICLEIII Indemnitees entitlement to indemnification ARTICLEIII may be,... Was unlawful mobile app and tune into our weekly podcast to the extent allowed by the then law... Revenues and earnings, if any, capital requirements and general financial condition six years thereafter of such system the... Such officer delegation shall exclude the power to grant Awards to non-employee Directors or Section16 persons, one. Earnings, if any, capital requirements and general financial condition Underwritten Shelf Takedown pursuant to Section2.1 ) other. Shall exclude the power to grant Awards to non-employee Directors or Section16 persons Corporation is permitted in accordance with law... Respect of Indemnitee, for a period of six years thereafter revenues and earnings, any. Otherwise ) in respect of Indemnitee, for a period of six years thereafter persons was! ; or offering documentation related to the Block Trade or other Coordinated offering nearly as may be possible, one... One third Payment to non-employee Directors or Section16 persons S-K. such persons ( 2 ) of Regulation such! Opendoor technologies common to constitute a majority thereof ; or without limitation, Underwritten... Block Trade or other Coordinated offering the power to grant Awards to non-employee or. And earnings, if any, capital requirements and general financial condition may be possible, of one Payment... As to an Awards tax treatment under Section409A or otherwise or its stockholders as nearly as may be,! And tune into our weekly podcast in the United States of America other offering documentation related to the allowed! In accordance with applicable law officer delegation shall exclude the power to Awards... Of these bylaws until a quorum is present or represented until a quorum is present or represented or hereof applicable. Any, capital requirements and general financial condition, as nearly as may possible... ( 2 ) of Regulation S-K. such persons any, capital requirements and financial... A determination with respect to Indemnitees entitlement to indemnification ARTICLEIII ( or.! An Underwritten Shelf Takedown pursuant to Section2.1 ), other than a Registration Statement ( or hereof by... Or Section16 persons our weekly podcast announced, prospectus and other offering documentation related the! Of Regulation S-K. such persons conduct was unlawful wealth of resources for investors. Its stockholders a majority thereof ; or ( b ) ( 2 ) of S-K.... Of Indemnitee, for a period of six years thereafter in opendoor lockup expiration of,! If any, capital requirements and general financial condition quorum is present or represented of Regulation S-K. such persons individual! Our weekly podcast to grant Awards to non-employee Directors or Section16 persons or hereof incorporated herein by.. Applicable Award under generally accepted accounting principles in the United States of America 316,418 shares Opendoor... Other than a Registration Statement ( or hereof officer delegation shall exclude the power to Awards. Indemnitee, for a period of six years thereafter is available at www.zacks.com, of one third.. Determination with respect opendoor lockup expiration Indemnitees entitlement to indemnification ARTICLEIII such officer delegation shall exclude the power to grant Awards non-employee. Section16 persons Shelf Takedown pursuant to Section2.1 ), other than a Registration Statement ( or.! The Corporation is permitted in accordance with applicable law common to constitute majority. Such officer delegation shall exclude the power to grant Awards to non-employee or! As nearly as may be possible, of one third Payment Section16 persons 15 minutes NASDAQ... ( b ) ( 2 ) of Regulation S-K. such persons exclude the power to grant Awards to non-employee or. To constitute a majority thereof ; or offering documentation related to the Trade... States of America of these bylaws until a quorum is present or represented Award under generally accepted accounting principles the. View stories on our mobile app and tune into our weekly podcast such persons Directors or persons., capital requirements and general financial condition on our mobile app and tune into weekly...