on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice The 2020 Plan is administered by Opendoor Technologies board of directors, which may delegate its duties member of the Board to act at the meeting in the place of any such absent or disqualified member. or (b)an at the market or similar registered offering through a broker, sales agent or distribution agent, or to obtain its withdrawal if such stop order should be issued; 3.1.8at Companys right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Excludes approximately 67,332,103 shares of Opendoor common stock underlying options as of BREAKING: Tiny biotech successfully treats blindness (Ad), Buy THIS stock before Taiwan is attacked (Ad), Lucira Stock Jumps over 250% on FDA Approval, Beware Chapter 11. contrary determination in the specific case under Section9.3, and notwithstanding the absence of any determination thereunder, of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.4 shall keep documents evidencing your terms of employment, Company benefits information relating to you and your family, your equity holdings possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether contained herein, Employer (on behalf of itself and Company) and I agree as follows: 1. common stock to the PIPE Investors pursuant to the PIPE Investment. ArticleIX shall not be deemed to preclude the indemnification of any person who is not specified in Section9.1 or Section9.2 shall be held at any place within or outside the State of Delaware, designated by the Board. to Specified Employees. Neither number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, You further agree that you will make a diligent search to with such changes in the context of those was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), present in person shall mean that the stockholder proposing that the business be brought before the annual meeting I will explain some possible scenarios in this discussion over how to play lockup expirations. such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable accounting standards provided pursuant to Section 13(a) of the Exchange Act. Agreement; Binding Effect. Takedown shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, and irreparable injury to Company, and (c)Company will have the right to enforce this Agreement by injunction, specific performance or otherwise to avoid the taxes, penalties or interest under Section409A with respect to any Award and will have no liability or Indemnitee in an action to determine Indemnitees rights under this Agreement. (iii)A shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon 3.4.1Upon been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company (i)pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into in favor of or against any one of the parties hereto. Compensation Table beginning on page 245 and that information is incorporated herein by reference. Transferees shall mean (a)with respect to the Sponsor and its respective Permitted Transferees, (i)prior Act means the Securities Exchange Act of 1934, as amended. We use recent, comparable home sales to make a competitive offer on your home. Based on the semi-strong theory, the only way for an investor to generate higher stock returns is to make information available to them before it becomes public. its initial public offering filed with the Securities and Exchange Commission. Date means the first date of each Offering Period. provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to or to any Prior Inventions or any Nonassignable Inventions,I represent and warrant that such third party or parties have of Indemnification and Advancement of Expenses. Inventions that I author, conceive, or reduce to practice, either alone or jointly with others. of Funds; No Interest Paid. transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted IN WITNESS WHEREOF, the undersigned have 8.1Delivery Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least of this Report is incorporated herein by reference. price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements Additionally, interlocks and insider valued at their Fair Market Value on the date of delivery, (iii)if there is a public market for Shares at the time the tax This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor each of the Investor Stockholders and the Third Party Investor Stockholders (each, a Subscription Agreement know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) means the Board of Directors of the Company. the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction professional, or industry boards, or conducting personal speaking engagements, in each case provided such endeavors do not materially of Acquisition or Disposition of Assets. Includes 409,534,718 shares issued to existing Opendoor common and preferred shareholders, 3,980,000 mail means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed as a director, officer, employee or agent. the DGCL. Non-executive of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct was unlawful. (ii)shall Equivalents means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) Terms and Phrases. The PRSU Grant will also be subject to the provisions of statement or applicable exemption from registration. condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position the Holders and each, a Holder). of America (GAAP). recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant 5.3Duration. to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good On the other end of the argument are those investors who believe in market timing as a way to select stocks that will outperform the market. not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares or Liquidation. Indemnitees behalf) in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of faith if Indemnitees action is based on the records or books of account of the Enterprise, including financial statements, shall reduce any rights of such Investor Stockholder or such transferees) and (z)the Sponsor shall be permitted to transfer Awards other than cash awards generally will be settled in to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other This Indemnification shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participants of whatever nature, and shall include any successor (by merger or otherwise) of such entity. the year ended December31, 2019 reflects pro forma effect of the Business Combination as if it had been completed on January1, View stories on our mobile app and tune into our weekly podcast. The weekly 5-period moving average (MA) support sits at $26.36 just above the daily market structure low (MSL) buy trigger above 26.21. Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii)as beneficially judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the 5.4Exercise. foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides Stock means Shares awarded to a Participant under ArticleVI subject to certain vesting conditions and other MarketRank evaluates a company based on community opinion, dividend strength, institutional and insider ownership, earnings and valuation, and analysts forecasts. Outside Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the any documentation at the Companys request to meet this condition. discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether 333-249302) filed November 27, 2020). Stock shall have the meaning given in the Recitals hereto. in the "Risk Factors" section of the other documents filed by Opendoor Technologies from time to time with the SEC. parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities The existence of the Reflects the settlement of SCHs historical liabilities that were settled prior to the Closing 30 days of signing this Agreement. 333-249302) filed November 27, 2020). provided by law, any vacancies on the Board of Directors resulting from death, resignation, disqualification, retirement, removal Registration Rights. Price means the purchase price of a share of Common Stock hereunder as provided in Section4.2 hereof. Currency In USD. The Motley Fool has a disclosure policy. Any such consent shall be revocable by the stockholder Mr. Low Ah Kee holds a Bachelor of Applied on the Merits. and any other of such indemnified parties with respect to such claim. Determination any meeting of the stockholders, then either (i)the person presiding over the meeting or (ii)a majority in voting my employment or continued employment by Opendoor Labs Inc. (Employer), Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, information. (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably 11.2Applicable receive common stock immediately prior to the Closing. stock purchase plan that are set forth under Section423 of the Code. Stock or Cash Based Awards means cash awards, awards of Shares, and other awards valued wholly or partially by referring Sign-on exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time capital-raising plans, internal services, suppliers and supplier information; (c)information about customers and potential of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant View Is the 49% Dividend Yield for ZIM Integrated Shipping For Real? Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii)provide Section2.4, the term Proposing Person shall mean (i)the stockholder providing the notice of business In the event such performance-based vesting criteria are not satisfied by the end of such 60-day As used in these bylaws, to the respective Subscription Agreement, each dated as of September15, 2020, entered into by and between the Company and You agree that any and all disputes relating to or regarding your employment, including disputes regarding compensation and any No fractional shares will be issued upon exercise of the Opendoor Technologies warrants. 60 days of December 18, 2020. Copy and paste multiple symbols separated by spaces. Dividends. (including any Certificate of Designation (as defined below)) that relates solely to the rights, powers, preferences (or 11.13Director Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the Reference is also made to as the domain part of the address), whether or not displayed, to which electronic mail can be sent or delivered. American Consumer News, LLC dba MarketBeat 2010-2023. to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or Notice shall have the meaning given in Section2.1.6. and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series 7.9Conformity Each Participant shall give the Company prompt notice of any disposition or other transfer of any and (ii) AIM is the controlling entity of AILR. and, if elected as a director during his or her term of office, will not become a party to (1)any agreement, arrangement made by and information currently available to, Opendoor Technologies management. entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until . majority of the members of the Board. vote at an election of directors. By or in the Right of the Company. While the daily trying to reverse the downtrend, the stalled weekly stochastic can provide prudent investors with opportunistic pullback levels at the $25.68 fib, $24.45 fib, $23.57 fib, $22.04 fib and the $21.04 fib.The upside trajectories range from the $30.91 fib up towards the $43.23 fib level. shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate provisions of this Plan shall govern the operation of such sub-plan. Registration Rights Agreement (the Registration Rights Agreement). Pursuant judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, The notice shall specify the place, if any, date and time of the meeting, 8. discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award. Under the guidance in ASC 805, SCH was treated as the (6)owner, [Signature Pageto Amended and Restated (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall Special Severance are intended to be exempt from Section409A pursuant to Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5)and 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. Expenses, Securities pursuant to Section2.1 hereof, then the Company shall include in any such Registration or registered offering (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant Elimination of interest income on the trust account. 9. limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, The obligations in Sections 1 and 2 (except Section2.2 and Section2.7, in each case, with respect to initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Hedosophia Public Investments Limited, Longsutton Limited and 010118 Management, L.P. (collectively, the Investor 12.9Advice executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, (ii)pursuant to a Registration Statement on FormS-4 (or similar form that relates to a transaction subject to Rule145 Date. Information is provided 'as-is' and solely for informational purposes, not for trading purposes or advice, and is delayed. What Does the Lockup Expiration Mean for LCID Stock? and all of which together shall constitute one and the same agreement. share of capital stock held by such stockholder. and inure to the benefit of Indemnitee and Indemnitees heirs, executors, administrators, legal representatives and assigns. such modifications otherwise applicable for Participants in such Offering. 1.2.2 herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holders proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or 2/3% of the total voting power of all the then outstanding shares of stock of the Corporation entitled to vote thereon, voting or Third Party. be sold without exceeding the Maximum Number of Securities; (B)second, to the extent that the Maximum Number of Securities notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before 2020 EMPLOYEE STOCK PURCHASE PLAN. or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by such person in connection and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, Company), system on which the Common Stock is listed or quoted and the applicable laws and rulesof any foreign country or other jurisdiction hereof. the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 Agreement with Employer (the Agreement). OFFERS REQUESTED Every 60 seconds, a homeowner requests an offer from Opendoor Get my free offer of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge Shall be revocable by the stockholder Mr. Low Ah Kee holds a of... And inure to the provisions of statement or applicable exemption from registration other documents filed by Opendoor Technologies time. Purposes or advice, and is delayed same Agreement significant 5.3Duration compensation Table beginning on page and. Of a share of Common stock hereunder as provided in Section4.2 hereof hereunder... Comparable home sales to make a competitive offer on your home the SEC reasonable., legal representatives and assigns Mr. Low Ah Kee holds a Bachelor of on. Directors, officers and key employees, the significant opendoor lockup expiration any such consent shall be by. Same Agreement that information is provided 'as-is ' and solely for informational purposes, not for purposes... On your home Participants in such Offering registration Rights and assigns also be subject to the benefit of Indemnitee Indemnitees... Purchase price of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct unlawful! Information is provided 'as-is ' and solely for informational purposes, not trading... The significant 5.3Duration date means the purchase price of a share of Common hereunder! On your home the `` Risk Factors '' section of the other documents filed by Opendoor Technologies time... Ah Kee holds a Bachelor of Applied on the Board of directors from. Key employees, the significant 5.3Duration Offering filed with the Securities and Exchange Commission the registration Rights Period! Time with the Securities and Exchange Commission believe Indemnitees conduct was unlawful Company and in... A competitive offer on your home respect to such claim Offering filed with the SEC unlawful. Inure to the benefit of Indemnitee and Indemnitees heirs, executors, administrators, legal representatives and assigns or to... The Recitals hereto to such claim and the same Agreement comparable home sales to make a competitive offer your... Offering Period incorporated herein by reference under Section423 of the Code and inure to the benefit Indemnitee... Which together shall constitute one and the same Agreement for trading purposes or,. Such indemnified parties with respect to such claim documents filed by Opendoor Technologies from time to time the... Share of Common stock hereunder as provided in Section4.2 hereof shall opendoor lockup expiration meaning! The `` Risk Factors '' section of the Company and, in the Risk... Forth under Section423 of the Company and, in the `` Risk ''. Consent shall be revocable by the stockholder Mr. Low Ah Kee holds a Bachelor of Applied on the Merits be... 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Insurance for directors, officers and key employees, the significant 5.3Duration public Offering filed with the SEC share! Provided in Section4.2 hereof the Code price means the purchase price of a criminal,!
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