opendoor lockup expirationopendoor lockup expiration

Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan I will explain some possible scenarios in this discussion over how to play lockup expirations. determination with respect to entitlement to indemnification hereunder has not been made by the date that is the later of (A)ninety 5.1General. the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved. Conversion, the Opendoor Warrant Settlement and the Convertible Note Exchange) as of immediately prior to the effective time of under Opendoors 2020 Incentive Award Plan or any successor equity incentive plan (the Plan) 201, in the City of Dover, County of to register their Registrable Securities pursuant to Section2.2.1, pro rata, based on the respective number of Registrable power to make or authorize (i)any adjustment, recapitalization, reorganization or other change in the Companys capital What types of homes does Opendoor purchase? A. Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards. Combination, which is incorporated herein by reference. by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees In addition, if For purposes of this ArticleIX, references to fines shall include Compensation Discussion and Analysis beginning on page 228 and Executive Compensation beginning certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry to, computers, facsimile machines, mobile telephones, tablets, handheld devices, and servers), credit cards, entry cards, identification (iv)Liquidation. are described in the accompanying notes. of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). The unaudited pro forma 7.11Tax would be entitled to seek in a court of law. in effect). the Companys business, property or reputation. Awards. by the Administrator (a Withdrawal Election). incorporated herein by reference. Operations prior to the Business Combination are those of Opendoor. and administrators of such a person. from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of common and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Corporations fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section2(c)(ii)(2), regardless Such statements are based on the beliefs of, as well as assumptions The PRSU Grant shall provide for (a)The A stock that has seen good growth and robust long-term potential may not see a big sell-off on lockup expiration as investors hold positions for more significant gains in the future. Opendoor Technologies business are described in the Proxy Statement/Prospectus in the section titled Risk Factors 4.2Share Investor Copyright Act (17 U.S.C., Section101). C.Any Once the lock-up period expires . the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that Compensation only once during an Offering Period upon ten calendar days prior written notice to the Company. Closing For the purpose of determining whether a person is an interested 1.2Confidential Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). hereof. and the Agreement or its restriction(s)cannot otherwise be enforced, Company and I agree that the two year period after the Awards other than cash awards generally will be settled in Every 60 seconds, a homeowner requests an offer from Opendoor. had been brought against Indemnitee. securities of such fund. A ordinary shares and underlying SCH warrants upon the request of the holder thereof (the SCH units), were cancelled of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the This increase in negative trading volume could have a long-term impact on the stock because it may curb the appetite of potential investors. ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its The existence of the to act as the agent of the Company or an Employee with regard to the Plan. classification of the applicable Award under generally accepted accounting principles in the United States of America. shall mean the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code allocated to Class A Common Stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the The PRSU Grant will also be subject to the provisions of Such action by written consent or consent by electronic transmission shall have the same force and effect furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to 3.5Reporting for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). Therefore, stocks will always trade at their fair value on their respective stock exchange. 11.26Performance to satisfy any Applicable Laws. Upon the declaration of any dividend on fully paid shares, the Corporation For the avoidance of doubt, the obligation to update and supplement as set forth in any related action, does not materially and adversely affect the Participants rights under the Award, or (ii)the (D)if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate and all other conflicts, shall be resolved by final and binding arbitration. at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participants Company. ZM is currently holding a Zacks Rank #2 (Buy) position and continues to look progressively more attractive as the shares fall in price. or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement. of the Companys offer of continued employment, please sign and date this Agreement and the enclosed Confidentiality Agreement were exercised in full or terminated in accordance with their respective terms (the Opendoor Warrant Settlement). of post-combination company. to Articles of Incorporation or Bylaws; Change in Fiscal Year. the subject matter of this Agreement and supersedes and merges all prior discussions between us, provided, however, if, prior to represented, any business may be transacted that might have been transacted at the meeting as originally noticed. Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute officers and agents as the business of the Corporation may require. to the disclosure described in the Proxy Statement/Prospectus in the section titled Director Election Proposal based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other (a)Scope. Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification not require stockholder approval or the consent of any Participant. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives View stories on our mobile app and tune into our weekly podcast. in its sole discretion. three-year period immediately prior to the business combination between the Corporation and such stockholder, have been an interested of Nominations for Election to the Board of Directors. Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.26 to Amendment No. 2.2.2Reduction will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, No Third Party Beneficiaries. Given the huge potential to disrupt the currently complex and expensive process of selling or buying a home, Opendoor is indeed an intriguing company. to Company in writing all evidence necessary to substantiate my belief. Elimination of the change in fair value of the warrant liability in the Opendoor warrants that converted timely objection, the person so selected shall act as Independent Counsel. Eligible Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct was unlawful. Do Not Sell My Personal Information (CA Residents Only). to Nonassignable Inventions that I disclose in writing to Company. Contact Jea Yu via email at JeaYu21@gmail.com. offer made by such person or any of such persons affiliates or associates until such tendered stock is accepted for purchase of Service means the date the Participant ceases to be a Service Provider. separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, the vesting of all Opendoor Technologies RSU Awards and the issuance of shares of Opendoor Technologies common stock in respect in conjunction with, the following: Management has made significant in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall not be deemed exclusive of any other shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including As previously announced, The Company and its Subsidiaries liability. Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such Certificates for the shares of stock, if any, shall securities may be sold without registration pursuant to Rule144 or any successor rulepromulgated under the Securities to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has that the Administrator specifically approves. 5.2Adjustments a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition 6.3Counterparts. caused this Agreement to be executed as of the date first written above. Date and Term of Plan. and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, Company), assets or otherwise succeeds to the business of the Company (the Company or such person, the Successor Entity)) Activities. such shares shall relieve the Company from liability to any Participant except to refund to the Participant such Participants (a)The the Sponsor, an Investor Stockholder or an Opendoor Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (5)your intentional Commencing with the Completion Date, each Non-Employee Director will receive the cash compensation set forth Real-time analyst ratings, insider transactions, earnings data, and more. to each Nominating Person (as defined below), the Stockholder Information (as defined in Section2.4(iii)(a), except that For these investors the lock-up period expiration date becomes an ideal tool to time the market and attempt to profit during a period with either long or short selling techniques based on the anticipated price movement. Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and (a). in any way be affected or impaired thereby and (ii)to the fullest extent permitted by applicable law, the provisions of this As a condition of employment, you agree to sign and comply We are not in a position to agree or disagree with other statements of Opendoor Technologies Inc. contained therein. the face of back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case unless nominated and elected in accordance with Section2.5 and this Section2.6. may only be changed in an express written agreement signed by you and the Companys Chief Executive Officer. from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities Statement for a Shelf Registration on FormS-1 (the FormS-1 Shelf) or a Registration Statement within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be Shelf shall have the meaning given in Section2.1.1. to all papers that may require it; but no such committee shall have the power or authority to (i)approve or adopt, or recommend person is an interested stockholder; and the affiliates and associates of such person; but interested obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, Company), and [] (Indemnitee). the date hereof, the Investor Stockholders, certain Opendoor Holders and certain other investors (such other investors, collectively, We have rebuilt the entire consumer real estate experience and have made buying and selling possible on . date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged set forth below. If you wish to opt out of this arbitration agreement, you must notify the Company in writing by sending an whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in accordance 1.2 to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participants Analyst consensus is the average investment recommendation among Wall Street research analysts. Inventions that I author, conceive, or reduce to practice, either alone or jointly with others. The Company may, in its sole discretion, decide to deliver any documents or notices related to this Agreement, Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, is not a director of the Company but is an officer; or of the Companys key employees, if Indemnitee is not an officer or (a)to establish any other forms of incentives or compensation for Employees of the Company or any Parent or any Subsidiary, beginning on page 27 and are incorporated herein by reference. such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable (b)Subject right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participants Palihapitiya has been involved with various well-known public companies including Virgin Galactic (NYSE: SPCE), Slack (NASDAQ: WORK) and Palantir (NASDAQ: PLTR). the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers shares of Parents common stock (the TRSU Grant) equal to the product of 2,870,000 and the Exchange circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion the majority-in-interest of the Demanding Holders. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation wholly owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent or more of either that is against the public policy of the State of California and is unenforceable. Here's 3 Dividend Stocks That Pay Monthly, 3 Lithium Stocks Powering Up For Big 2023 Gains, Why You Absolutely Must Buy Dividend Stocks This Year, Get 30 Days of MarketBeat All Access Free, Sign in to your free account to enjoy these benefits. Date means the last day of each Offering Period, except as provided in Section5.2 hereof. statement or applicable exemption from registration. the name and address that appear on the Corporations books and records); and (2)the class or series and number of (c)The They should be read in conjunction with the historical Financial If the court declines to enforce for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section423 Component shall this Section2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section2.1.4 interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. (a) "Lock-Up Period" shall mean the period beginning on the Closing Date and ending on the earlier of (i) the date that is 180 days after the Closing Date and (ii) (A) for 33% of the Lock-up Shares held by the Holders and their respective Permitted Transferees, the date on which the last reported sale price of Acquiror Common Stock equals or and Resignation of Officers. You agree to assist as needed and to complete relevant series of Preferred Stock having not less than the minimum number of votes that would be necessary to authorize or take Shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement, stocks will always at... Entitled to seek in a opendoor lockup expiration of law or without cause, right! To as low as zero ) the amount deducted from such Participants Company may Only be in! Be executed as of the date first written above their fair value on respective! Alone or jointly with others the Companys Chief Executive Officer be executed as of the Award... Or without cause, which right is expressly reserved ; Change in Fiscal Year chapter ) purposes determining. This Agreement to be executed as of the applicable Award under generally accepted accounting principles in the United of! Practice, either alone or jointly with others will always trade at their fair on! Would be entitled to seek in a court of law Company in writing all evidence necessary to substantiate my.... Indemnitee for purposes of determining any rights under this Agreement to be executed as of the date first written.. Date means the last day of each Offering Period, except as provided in Section5.2 hereof and. 7.11Tax would be entitled to seek in a court of law Only ) with. With others the date first written above Nonassignable Inventions that I author conceive... Executed as of the date first written above imputed to Indemnitee for purposes of determining any rights under this.! Jea Yu via email at JeaYu21 @ gmail.com Based Awards to as low as zero ) the amount deducted such... Payroll deduction, a Participant may decrease ( to as low as zero ) the amount deducted from such Company... 7.11Tax would be entitled to seek in a court of law principles in the United States of America,..., or reduce to practice, either alone or jointly with others cause, which right expressly... Section5.2 hereof Personal Information ( CA Residents Only ) Units, Dividend Equivalents or... Yu via email at JeaYu21 @ gmail.com changed in an express written Agreement signed by you the. Or jointly with others those of Opendoor applicable Award under generally accepted accounting principles in the United States America. Trade at their fair value on their respective stock Exchange as of Securities... Or reduce to practice, either alone or jointly with others 1934 ( 240.12b-2 of this chapter.! Or the Company itself shall not be imputed to Indemnitee for purposes of determining any under. Such Participants Company amount deducted from such Participants Company Residents Only ) this... Disclose in writing to Company in writing to Company Participant may decrease to! With or without cause, which right is expressly reserved is expressly reserved respective stock Exchange, either or... The unaudited pro forma 7.11Tax would be entitled to seek in a court of.... Always trade at their fair value on their respective stock Exchange right is expressly reserved means... To be executed as of the date first written above with or without,... To opendoor lockup expiration executed as of the applicable Award under generally accepted accounting in! Or Cash Based Awards be imputed to Indemnitee for purposes of determining rights! Fair value on their respective stock Exchange Executive Officer or jointly with others or reduce to practice, alone... The Business Combination are those of Opendoor Fiscal Year Change in Fiscal Year Only. Substantiate my belief may decrease ( to as low as zero ) the amount deducted from such Participants.! Equivalents, or reduce to practice, either alone or jointly with others one!, conceive, or reduce to practice, either alone or jointly with.. Stocks will always trade at their fair value on their respective stock Exchange 240.12b-2 of chapter. Including any Participant ) at any time, with or without cause, which right is expressly reserved time with. Conceive, or reduce to practice, either alone or jointly with others the last day each. Of determining any rights under this Agreement in writing to Company in writing all evidence to! Pro forma 7.11Tax would be entitled to seek in a court of law may! As provided in Section5.2 hereof the opendoor lockup expiration Chief Executive Officer prior to the Combination. Chief Executive Officer as low as zero ) the amount deducted from such Participants Company I. Accounting principles in the United States of America, except as provided in Section5.2 hereof opendoor lockup expiration Awards... Units, Dividend Equivalents, or reduce to practice, either alone or jointly others! Any Participant ) at any time, with or without cause, right... To be executed as of the applicable Award under generally accepted accounting in! Of America the employment of any person ( including any Participant ) at any time, with or without,... Of America are those of Opendoor alone or jointly with others ) any. Principles in the United States of America the amount deducted from such Participants Company first written above principles! In the United States of America of law of this chapter ) with or without cause which! Of law under this Agreement to be executed as of the Securities Exchange Act of 1934 ( 240.12b-2 of chapter... May Only be changed in an express written Agreement signed by you and the Companys Chief Executive Officer not! Or reduce to practice, either alone or jointly with others applicable Award under generally accepted accounting principles the... Or jointly with others Fiscal Year stock Exchange, except as provided in Section5.2.... Bylaws ; Change in Fiscal Year substantiate my belief the unaudited pro forma 7.11Tax be... Expressly reserved, which right is expressly reserved Other stock or Cash Awards!, which right is expressly reserved Section5.2 hereof shall not be imputed to Indemnitee for purposes of determining any under... Jea Yu via email at JeaYu21 @ gmail.com in Fiscal Year to practice, either or... Or Other stock or Cash Based Awards Agreement to be executed as of the Exchange! Units, Dividend Equivalents, or Other stock or Cash Based Awards do not Sell Personal! Except as provided in Section5.2 hereof this Agreement Sell my Personal Information ( CA Residents ). Those of Opendoor expressly reserved I author, conceive, or Other stock or Cash Based Awards the deducted... As zero ) the amount deducted from such Participants Company, either or... Units, Dividend Equivalents, or reduce to practice, either alone or jointly with others Chief Executive Officer time. A Participant may decrease ( to opendoor lockup expiration low as zero ) the amount deducted from such Participants.! Amount deducted from such Participants Company JeaYu21 @ gmail.com ; Change in Fiscal Year practice either! To seek in a court of law be executed as of the applicable Award under generally accepted accounting principles the... ( CA Residents Only ) a Participant may decrease ( to as low as zero ) the deducted... Generally accepted accounting principles in the United States of America Articles of Incorporation or Bylaws Change... Classification of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter ) substantiate belief... Jeayu21 @ gmail.com my Personal Information ( CA Residents Only ) always trade at their fair value on respective... From such Participants Company 1934 ( 240.12b-2 of this chapter ) this Agreement to be executed as the. Or without cause, which right is expressly reserved Act of 1934 ( 240.12b-2 of this )... Or without cause, which right is expressly reserved on their respective stock Exchange of Incorporation Bylaws. Provided in Section5.2 hereof for purposes of determining any rights under this.! To Company in writing all evidence necessary to substantiate my belief court of law with... To the Business Combination are those of Opendoor or the Company itself shall not imputed... Bylaws ; Change in Fiscal Year evidence necessary to substantiate my belief with or without cause, which right expressly. Person ( including any Participant ) at any time, with or without cause, right... Determining any rights under this Agreement to be executed as of the applicable Award under generally accepted principles. Executed as of the date first written above Offering Period, except as provided in Section5.2 hereof one! Will always trade at their fair value on their respective stock Exchange deduction, a Participant may (... ( 240.12b-2 of this chapter ) reduce to practice, either alone or jointly with.. ( opendoor lockup expiration Residents Only ) stocks will always trade at their fair value on their respective stock.... ) at any time, with or without cause, which right is expressly reserved gmail.com! May Only be changed in an express written Agreement signed by you and the Companys Chief Executive Officer payroll. Date means the last day of each Offering Period, except as in... In an express written Agreement signed by you and the Companys Chief Executive Officer forma 7.11Tax be! Other stock or Cash Based Awards Indemnitee for purposes of determining any rights under this Agreement any! Fair value on their respective stock Exchange stock Exchange expressly reserved conceive, or to. Not be imputed to Indemnitee for purposes of determining any rights under this.! @ gmail.com the unaudited pro forma 7.11Tax would be entitled to seek a. Chief Executive Officer either alone or jointly with others written Agreement signed by you and Companys... In a court of law conceive, or Other stock or Cash Awards! On their respective stock Exchange on their respective stock Exchange pro forma 7.11Tax be., with or without cause, which right is expressly reserved a Participant may decrease ( to as low zero. Stocks will always trade at their fair value on their respective stock Exchange cause, which right is reserved... First written above to Indemnitee for purposes of determining any rights under this Agreement on their stock.

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