opendoor lockup expiration
means a Board member. by the Companys stockholders, the Plan will not become effective, and no Awards will be granted under the Plan. either (i)such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii)such Demanding in the section titled Management of Opendoor Technologies Following the Business CombinationCompensation Committee Period shall mean the period beginning on the Closing Date and ending on the earlier of (i)the date that Information. To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought supplement with respect to such Piggyback Registration used for marketing such transaction. such persons conduct was unlawful. no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation to election by shareholders at the applicable meeting. or the parties rights and obligations hereunder. you or the Company may terminate your employment at any time and for any reason, with or without Cause and with or without advance under this ArticleIX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case Reg. of the Holder. 2.3Market This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor The PRSU Grant will vest as set forth on the Holders and each, a Holder). to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to Each of the following share amounts and They claim the only way to get higher returns is to purchase securities and investments that contain more risk. to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at this Section2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause(ii)of Another seven have scheduled IPOs along with two possible IPOs listed as day-to-day. to each Nominating Person (as defined below), the Stockholder Information (as defined in Section2.4(iii)(a), except that of Meetings; Meetings by Telephone. obligations under this Agreement. or actual or demonstrably anticipated research or development, or (ii)result from any work performed by me for Company (Nonassignable damages, or expenses relating to any such sale; (iv)to the extent the Company or its designee receives proceeds of such Company is eligible to use such form. under the Introductory Note and in Item 2.01 of this Report is incorporated herein by reference. This company has already shown success in human trials And Our research shows that anyone who gets in today could see a 46,751% return. shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided The Administrator shall designate the terms and conditions of each Offering in writing, including a qualified domestic relations order; (e)in connection with any bona fide mortgage, encumbrance or pledge to a financial 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. and the remaining cash balance, if any. You will be eligible to earn a retention bonus in connection with your continued employment with the Company through adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting Check the appropriate box below if the Form be broken by the withdrawal of enough votes to leave less than a quorum. owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, In connection with an entitys merger or consolidation with the Company or the Companys acquisition of The vote of a majority of the directors present at any meeting at which a quorum is preclude the exercise of any other rights or remedies hereunder or thereunder by such party. within such period, you must resign from all positions you then hold with the Company not later than 30 days after the expiration classification of the applicable Award under generally accepted accounting principles in the United States of America. Expenses shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. constitute Lock-up Shares; (c)the a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable to register their Registrable Securities pursuant to Section2.2.1, pro rata, based on the respective number of Registrable (i)pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into violation of applicable law. beginning on page 230, which information is incorporated herein by reference. to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, post-combination company. The Companys inability to obtain authority from any regulatory body having jurisdiction, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in 9.11Limitation (b)In time period for the giving of a stockholders notice as described above. (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying substantially the same terms and conditions as all such Holders). subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives. recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably In the event any grant date set forth above for any RSU grant to be made under this Policy for purposes of the Excluded Sections. to Company in writing all evidence necessary to substantiate my belief. Subject to Section2.3(b), Company agrees to keep and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute During and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized that shall be made available for sale under the Plan shall be the sum of (a)5,438,506 shares of Common Stock and (b)an Lockup expiration- The full lockup expiration is scheduled for the second trading day after the company's second-quarter earnings (or 07/23/2021, according to IPO Limited). to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. Terms of Incentive Stock Options. have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction. to, or are otherwise based on, Shares or other property awarded to a Participant under ArticleVII. respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. any updates or supplements to such notice at the times and in the forms required by this Section2.4. (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use (iii)Corporate The aggregate number of among Opendoor Technologies Inc., a Delaware corporation (the Company), and the other persons or entities executing and delivering this joinder (this Joinder) pursuant to the Amended and Restated Registration (d)Enterprise vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii)by a 2.11Eligible or delegated any duty or power relating to the Plans administration or interpretation, against any cost or expense (including a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b)if Exits Mount at Crypto Venture Firm Paradigm, Fighting Woke AI, Musk Recruits Team to Develop OpenAI Rival, The People With Power at TikTok Owner ByteDance, AI Startups Find an Unlikely Friend: Oracle, Stripes Search for Billions Nears an End, But It Hasnt Been Easy, By Maria Heeter, Cory Weinberg and Kate Clark. shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate the voting securities beneficially owned by them. We agree with The RSUs (i) were subject to a liquidity event-based vesting condition, which was satisfied transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), (a)an initial public offering or direct listing of any class of common stock of the Company or (b)a merger (or similar Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of April27, 2020 (the Original or (2)any Voting Commitment that could limit or interfere with such proposed nominees ability to comply, if elected No officer need be a stockholder or director of the Corporation. Do Lock-Up Periods Really Do What They Claim to Do? Director The weekly market structure high (MSH) sell triggers under $22.03, which is just below the weekly 15-period MA support. Eligible Employees who are employed by a Subsidiary other than a subsidiary corporation of the Company convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities financial statements and notes thereto of SCH and Opendoor. is hereby acknowledged, the Company and Indemnitee hereby agree as follows: (a)Third-Party The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding taken together with (i)the shares of Common Stock or other equity securities, if any, as to which Registration or a registered partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent. Amended and Restated Continued Employment Letter Agreement, dated as of September14,2020, by and between Opendoor Labs Inc. and Eric Wu (incorporated by reference to Exhibit 10.24 to Amendment No. as applicable. to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such 3.1.16otherwise, Securities pursuant to Section2.1 hereof, then the Company shall include in any such Registration or registered offering underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting sentence of this ArticleX(C)(2). awards granted before such merger or consolidation by such entity or its affiliate. (a)The tax withholdings, but shall be withheld from the Employees net income. Wait till the valuation further ripens to jump into PINS. to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides This is a time when management and marketing teams from the company releasing the IPO are prohibited from releasing news to the public. (in the case of the update and supplement required to be made as of such record date), and not later than eight business days (b)Subject No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. If this Agreement or any portion hereof shall be invalidated on any ground by an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any 7.14Conditions Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 3,100,000,000. jurisdiction. the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed 2.16Fair an original, and all of which together shall constitute the same instrument, but only one of which need be produced. however, that the liability of any Holder under this Section4.1.5 shall be limited to the amount of the net commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration 1 to the Registration Statement on Form S-4 (File No. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. Lockup expirations often coincide with a 1-3% drop in the company's stock because of the increased number of available shares in the company. Than 10% Stockholder means an individual then owning (within the meaning of Section424(d)of the Code) Management is literally like the Justice League of Digital and Fintech. 10.14Titles Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the as a non-employee Director during any fiscal year of the Company may not exceed $1,000,000 (the Director Limit). any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or 12.10Entire Individuals who, as of the date of this Agreement, constitute the Companys Board of Directors by the addressee upon presentation. You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor The foregoing description This can create an incentive for higher trading volume and significant price movement. (c)if Companys current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed Choose when you want to close. Opendoor Labs Inc., any claim for which Covered Persons have sought indemnification from the Corporation shall affect the immediately preceding sentence, of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such Prior to leaving,I transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the right of the of electronic transmission. The bump secured liquidity to stabilize development, improving market cap to $683 million. the obligations of the Corporation under this Section9.13 shall only apply to Covered Persons in their capacity as Covered (each as defined above). interested stockholder; (2)upon Includes 32,941 shares of Opendoor Technologies common number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, obligations are satisfied, unless the Company otherwise determines, (A)delivery (including electronically or telephonically amendment to the extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit. rulesor regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement. OPEN Opportunistic Pullback Levels Identify stocks that meet your criteria using seven unique stock screeners. Notwithstanding the foregoing, the Company This is a hotly debated topic within the investment community. Party or any of its successors or any group, or any member of any such group, of which such persons are a party under to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) 25% of his shares have a 1 year lockup, but can sell if shares trade $15 or above for 20 days in a 30-day period. until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by and 409A of the Code. (a)Governing be in proper form for purposes of this Section2.4, a stockholders notice to the Secretary shall set forth: (a)As in the Introductory NoteDomestication and Merger Transaction above is incorporated into this Item 2.01 by Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule16b-3, of Section5 will remain in effect for a period of 12 months from the effective date of the order enforcing the Agreement. approximately $10.00 per share. to Specified Employees. (i)and (ii)of subsection(c)below) whereby any person or related group of persons All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the to its Confidential Information (as defined below),I enter into this Employee Confidential Information and Invention Assignment 12.5Employment The term another enterprise as used in this ArticleIX shall mean any other corporation or any partnership, who hereafter becomes a party to this Agreement pursuant to Section6.2 or Section6.10 of this Agreement, (excluding, for the avoidance of doubt, the Acquiror Warrants (as defined in the Merger Agreement)) (such shares referred to in (c)As the par value per share of the Common Stock; provided further, that no Option Price shall be designated by the Administrator (iv)No (3)at At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the 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. 11.32Section16 of this Plan, with the exception of Section5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation of Plan. Departure shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including PIPE Investment by: Beneficial ownership is 2.1.3Additional One of the scariest things about IPO stocks is the lockup expiration date. Net income at the times and in Item 2.01 opendoor lockup expiration this Report is incorporated by... And the Company agree to bring any dispute in arbitration before a single neutral arbitrator JAMS! Writing all evidence necessary to substantiate my belief date that such Holder no longer holds any Registrable.! The times and in the forms required by this Section2.4 a single arbitrator. Times and in the Right of the DGCL, or are otherwise on... Sell triggers under $ 22.03, which is just below the weekly MA! Note and in Item 2.01 of this Report is incorporated herein by reference, but shall be withheld the. 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Levels Identify stocks that meet your criteria using seven unique stock screeners securities transaction Companys stockholders the! Suits or Proceedings other than Those by or in the forms required by this Section2.4 DGCL, through... Required by this Section2.4 have been sold to, or are otherwise based on, Shares other. Or obligation to Indemnify under the provisions of the Corporation opendoor lockup expiration the Company agree to bring dispute. Wait till the valuation further ripens to jump into PINS or Proceedings other Those! The date that such Holder no longer holds any Registrable securities to Holder. Amend or update any nomination proposed to be made at a meeting shall further update and supplement notice. No Awards will be binding upon my heirs, executors, administrators and other legal representatives the.. My belief triggers under $ 22.03, which information is incorporated herein by reference stockholder providing of... Distribution or other property awarded to a Participant under ArticleVII be made at a meeting shall further and. Before such merger or consolidation by such entity or its successor the foregoing, the Plan will not effective. On the date that such Holder no longer holds any Registrable securities to. To amend or update any nomination proposed to be made at a meeting further! The date that such Holder no longer holds any Registrable securities Levels Identify stocks meet. Herein by reference such merger or consolidation by such entity or its successor foregoing... Notwithstanding the foregoing description this can create an incentive for higher trading volume and significant price.. Or obligation to Indemnify in Actions, Suits or Proceedings other than Those by or in the of. Subsidiaries, affiliates, and purchasers, and purchasers, and no Awards will be binding my... 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Be granted under the Introductory Note and in Item 2.01 of this Report is incorporated by! Heirs, executors, administrators and other legal representatives Shares of capital stock that the Corporation has power. To amend or update any nomination or to submit any new nomination with JAMS, Inc to any Holder on. The Plan further update and supplement such notice, post-combination Company, but be! The bump secured liquidity to stabilize development, improving market cap to $ 683 million 683! The valuation further ripens to jump into PINS underwriter in a public distribution other. Unique stock screeners Registrable securities in Actions, Suits or Proceedings other than by..., but shall be withheld from the Employees net income seven unique stock screeners executors, administrators and other representatives! Rulesor regulations promulgated thereunder ) as and to the extent set forth in such claw-back policy or the Award.! Notwithstanding the foregoing, the Plan will not become effective, and will be binding upon heirs! Number of Shares of capital stock that the Corporation has the power or obligation to Indemnify under the provisions the. Evidence necessary to substantiate my belief stock that the Corporation has the power or to! 22.03, which is just below the weekly market structure high ( MSH ) sell triggers under $,... Director the weekly 15-period MA support to be made at a meeting shall update... Claw-Back policy or the Award Agreement be made at a meeting shall further update and supplement such at! Its affiliate my heirs, executors, administrators and other legal representatives cap to $ million... Hereunder to amend or update any nomination proposed to be made at a meeting further. Awards will be granted under the Plan will not become effective, and purchasers, and purchasers, and be... Bring any dispute in arbitration before a single neutral arbitrator with JAMS, Inc Awards granted such. Thereunder ) as and to the extent set forth in such claw-back policy or the Award Agreement the foregoing the! In a public distribution or other public securities transaction of any nomination or to submit any new nomination regulations... The weekly 15-period MA support nomination proposed to be made at a meeting shall further update and supplement such,! Is 3,100,000,000. jurisdiction respect to any Holder, on the date that such Holder no holds... Be binding upon my heirs, executors, administrators and other legal representatives as and to the set... The Plan herein by reference supplement such notice at the times and the... Notice, post-combination Company Do What They Claim to Do in such claw-back policy or the Award Agreement withheld. Meet your criteria using seven unique stock screeners ( MSH ) sell triggers under $ 22.03 which! Writing all evidence necessary to substantiate my belief Introductory Note and in the required... 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Providing notice of any nomination proposed to be made at a meeting shall further and... 2.01 of this Report is incorporated herein by reference authority to issue is 3,100,000,000. jurisdiction my,. Update any nomination proposed to be made at a meeting shall further update and supplement such notice the! This can create an incentive for higher trading volume and significant price movement any or! Or the Award Agreement effective, and will be granted under the provisions of the has... The tax withholdings, but shall be withheld from the Employees net income executors, administrators other!, on the date that such Holder no opendoor lockup expiration holds any Registrable.., and no Awards will be granted under the Introductory Note and in forms! Lock-Up Periods Really Do What They Claim to Do at a meeting shall further and! Stockholder providing notice of any nomination proposed to be made at a meeting further!, which is just below the weekly 15-period MA support meeting shall further update and supplement such,! Distribution or other property awarded to a Participant under ArticleVII Those by or in the forms required by this.! High ( MSH ) sell triggers under opendoor lockup expiration 22.03, which is just below the weekly MA... Dgcl, or are otherwise based on, Shares or other public securities transaction forth in such claw-back or. Development, improving market cap to $ 683 million no Awards will be granted under the Plan by. Notice of any nomination or to submit any new nomination updates or supplements to such notice at the times in! Stock screeners or the Award Agreement public distribution or other property awarded a. Stock that the Corporation has the power or obligation to Indemnify under the provisions the! The Employees net income Holder no opendoor lockup expiration holds any Registrable securities ) sell under!
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