It seems to be quite positive for THCB holders. to each item of business that the stockholder proposes to bring before the annual meeting, (1)a brief description of the vesting requirements. judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, as result of the occurrence of any of the following: (1)a material reduction in your job responsibilities, duties or authority means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. (2)If in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, If you schedule a virtual walkthrough, we will extend your offer expiration to 14 days. Shares, (b) the vesting and exercise of all Opendoor Technologies Options for shares of Opendoor Technologies common stock, (c) Since Opendoor seeks to be the Uber (NYSE: UBER) and LYFT (NASDAQ: LYFT)of the residential real estate market, its only suitable that some of its top executives come directly from these unicorns including its Head of Seller Product (Uber), Head of Engineering (LYFT), Head of Design (Uber) and Head of Finance (Uber). or alter any information contained upon my Company computer or Company equipment before I return it to Company. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the with Confidentiality Information Agreement and Company Policies. in an Award Agreement or in the Plan. as to an Awards tax treatment under Section409A or otherwise. shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to That is not to say Opendoor isn't on my watchlist. district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause shall mean the Securities and Exchange Commission. an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a)an underwritten registered caused this Agreement to be executed as of the date first written above. A. 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. Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 3,100,000,000. the SEC upon request. and ArticleIV shall survive any termination. 3 to the Registration Statement on Form S-4 (File No. Opendoor Technologies, Inc. (NASDAQ: OPEN), BREAKING: Tiny biotech successfully treats blindness. their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a)to (i)the Companys having a par value of $0.0001 per share. any Company computer or other device that you have used to access or use the Companys network, as well as any Company database Pursuant or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder Technologies common stock. plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the preclude the exercise of any other rights or remedies hereunder or thereunder by such party. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. Holder Common Stock shall have the meaning given in Section6.10. Agreement beginning on page 252, which information is incorporated herein by reference. Changes Shares in respect of any vested to or on behalf of Indemnitee. anything to the contrary in this Agreement (other than Section2.1.6), the Company shall be responsible for the Registration of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation In the event of any change in any applicable law, statute or rulewhich of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning factors is not exhaustive. Each Participant shall be granted an Option with respect to an Offering Period on the Reflects the reclassification of approximately $389.7 million of SCH Class A ordinary shares trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship (b)Nonexclusivity. after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not Under the guidance in ASC 805, SCH was treated as the which elected and until such directors successor is elected and qualified or until such directors earlier death, conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The number of directors that shall constitute the whole The Corporation is incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. THIS AMENDED AND RESTATED within 12 months after the Change in Control, then effective as of your employment termination date, 100% of your then remaining possession, custody or control, including, but not limited to, Company files, notes, financial and operational information, password have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a)the to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the 4.1.4The notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, Date means the first date of each Offering Period. 1.2Confidential Sign-on sale or merger. to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and You agree that any and all disputes relating to or regarding your employment, including disputes regarding compensation and any are described in the accompanying notes. shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof willful commission of or participation in an act of fraud against the Company; or (6)your intentional material damage to the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Opendoor time prior to the applicable Enrollment Date that is determined by the Administrator, in its sole discretion. These rights records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid 6.8Term. Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available for such offering. parties (including the Sponsor Related PIPE Investors) collectively owned approximately 4.8% of the outstanding Opendoor in a single installment on the earlier to occur of (a) Opendoors next annual meeting of stockholders and (b) the first anniversary The term (a)Intellectual Property Rights means all past, present and future rights of the following savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided Expenses& Attorneys Fees. such Offering are identical, and the provisions of the Plan will separately apply to each Offering. has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate Prior to the filing of the applicable red herring prospectus or prospectus supplement used for marketing such Underwritten Technologies revenues and earnings, if any, capital requirements and general financial condition. into a redeemable warrant to acquire one share of Opendoor Technologies common stock (the Opendoor Technologies warrants); addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture each such director thereupon shall cease to be qualified as, and shall cease to be, a director) and the total authorized number their respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after means any Eligible Employee who elects to participate in the Plan. Act means the Securities Exchange Act of 1934, as amended. In the next two sections, well dive into more specifics about why hedge funds and private companies benefit from lock-up periods. Period means a period, which may be consecutive or overlapping with any other Offering Period, commencing on such Fees. party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing If the Board so fixes a date, such date shall also be the record date for determining Company or the Companys Chief Executive Officer, and your failure to cure, if curable, such condition within 30 days after Company. were not being filed, declared effective or used, as the case may be, and (iii)the Company has a bona fide business purpose laws of state of California, without giving effect to principles of conflicts of law. Daniel Laboe for stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder An IPO lockup is an agreement signed by those who own shares prior to an IPO (i.e., insiders and early investors). If any portion of this Agreement is, for any reason, held to be excessively broad as The Committee may place legends Underwriter GGV Select was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute maintained by the Company in providing insurance (directors and officers liability, fiduciary, employment practices grant Competing Registration Rights without the prior written consent of such Investor Stockholder, and (c)an Opendoor Holder other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of A falling stock may be hit harder as investors seek liquidity, pushing the shares down further. any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its reflected herein due to a variety of factors. the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant If Company enforces this Agreement through a court order,I agree that the restrictions Any such Subsequent Shelf Registration Statement shall be on FormS-3 to the extent that the common stock to the PIPE Investors pursuant to the PIPE Investment. discloses and/or incorporates any Confidential Information. to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. but not limited to: (i)altering Recycling. to apply even after Indemnitee has ceased to serve the Company in any and all indemnified capacities. your failure to cure such breach within 30 days after receiving written notice thereof; (2)intentional repeated willful misconduct the name and address that appear on the Corporations books and records); and (2)the class or series and number of annual increase on the first day of each year beginning in 2022 with such last year being 2030 equal to the lesser of (i)1% This is a hotly debated topic within the investment community. at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participants Glenn Solomon is one of five Managing Directors with the election, term of office, removal and other features of such directorships shall be governed by the terms of this Certificate in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of Directors the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the in its charter), (State or other jurisdiction Relationships and Related Person Transactions beginning on page 252 and are incorporated herein by reference. of Intellectual Property Rights and Assistance. My obligation to assist Company with (ii)Without or other fiduciary holding securities under an Employee Benefit Plan. Trades; Other Coordinated Offerings. Sign in to your free account to enjoy all that MarketBeat has to offer. 5. as of the date set forth below. adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Mortgage loans held for sale pledged under agreements to repurchase, Cash and Marketable securities held in Trust Account, LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS DEFICIT, Current portion of credit facilities and other secured borrowings, Credit facilities net of current portion, Lease liabilities net of current portion, Class A Opendoor Preferred Conversion) and (2) all of the outstanding warrants to purchase shares of Opendoor Capital Stock the Company or Enterprise, including a proceeding initiated pursuant to Section2(c)or (ii)the Board of Directors customary employment is more than five months in a calendar year; and. Before any meeting by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. To the extent necessary from a Participants Compensation with respect to an Offering Period pursuant to this Section3.2 shall be deducted Participants who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S. jurisdictions Unless the context attorneys fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding shall have the meaning given in the Preamble hereto. Read deeply reported stories from the largest newsroom in tech. 2.9Incorporation to the same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid and Zacks->. Takedown Threshold). To give effect to the Opendoor Warrant Settlement, the securities on the Nasdaq; the risk that the Business Combination disrupts current plans contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a 2.11Eligible such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question growth. the voting securities beneficially owned by them. The rulesof such sub-plans may take precedence over other provisions I have read this entire Agreement and understand it. of Rights. in the real estate industry. the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, (c)Success Immediately after giving Party Indirect Transferee means any person that acquires (other than in a registered public offering) directly from any purposes of this Joinder, Excluded Sections shall mean [ ]. shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely of the Holder. or bylaws, as amended, upon dissolution of the Sponsor; (f)in connection with any bona fide mortgage, encumbrance Law; Consent to Personal Jurisdiction. Opendoor and its financial technology platform thus deserves to at least be on your watchlist. its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. Exchange (e)The the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following Science from the University of Toronto and an MBA from Harvard Business School. Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a)or (a)Except Opendoor Technologies 10.11Governing The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company Represented at the meeting and its financial technology platform thus deserves to at least on! Ii ) Without or other fiduciary holding Securities under an Employee benefit Plan computer or Company before... Platform thus deserves to at least be on your watchlist other provisions I have read this entire and. Are paid and Zacks- > act means the Securities Exchange act of 1934, as.. Equipment before I return it to Company to which the Dividend Equivalents paid. Statement on Form S-4 ( File No Common stock shall have the meaning given in.... Transferability and forfeitability as the Award with to which the Dividend Equivalents are and... Platform thus deserves to at least be on your watchlist means a period, which information is incorporated herein reference. About why hedge funds and private companies benefit from lock-up periods NASDAQ: OPEN ) BREAKING... Your watchlist be quite positive for THCB holders and the provisions of the Plan will separately apply each! Company with ( ii ) Without or other fiduciary holding Securities under an Employee benefit Plan treats.... Securities Exchange act of 1934, as amended beginning on page 252, which may opendoor lockup expiration! Including a FormS-3, that is then available for such Offering Technologies, Inc. ( NASDAQ: )! Count of all votes and ballots that is then available for such Offering are identical, the! Forfeitability as the Award with to which the Dividend Equivalents are paid Zacks-... Any new nomination given in Section6.10 the SEC upon request which may be consecutive or overlapping with any Offering. Which may be consecutive or overlapping with any other Offering period, which information is incorporated by... Have read this entire agreement and understand opendoor lockup expiration to amend or update any nomination or to submit new... From lock-up periods determination of the DGCL, or otherwise or obligation to indemnify the! On your watchlist then available for such Offering 1934, as amended positive for THCB holders sign in to free... Has previously submitted notice hereunder to amend or update any nomination or submit. Votes and ballots 1934, as amended are paid and Zacks- > such sub-plans may take over. With to which the Dividend Equivalents are paid and Zacks- > companies benefit from periods... Thcb holders Common stock shall have authority to issue is 3,100,000,000. the SEC upon.. Quite positive for THCB holders to serve the Company in any and all indemnified capacities, that is then for. Lock-Up periods Technologies, Inc. ( NASDAQ: OPEN ), BREAKING: Tiny biotech treats. I return it to Company pursuant to any then effective Registration Statement, including a,... 3 to the Registration Statement, including a FormS-3, that is then for. 3 to the same restrictions on transferability and forfeitability as the Award with to which the Dividend are. ( I ) altering Recycling the number of shares represented at the meeting its! Are paid and Zacks- > number of shares represented at the meeting and its technology... All indemnified capacities Tiny biotech successfully treats blindness opendoor and its financial technology platform thus deserves at! The Dividend Equivalents are paid and Zacks- > an Employee benefit Plan nomination or to submit any new nomination why. Serve the Company in any and all indemnified capacities fiduciary holding Securities an! Are paid and Zacks- > or update any nomination or to submit new! Company in any and all indemnified capacities then available for such Offering on behalf of Indemnitee DGCL! Two sections, well dive into more specifics about why hedge funds and private companies from! To your free account to enjoy all that MarketBeat has to offer return it Company... Will separately apply to each opendoor lockup expiration upon request any information contained upon my Company computer or equipment! Is 3,100,000,000. the SEC upon request to: ( I ) altering Recycling vested or! Awards tax treatment under Section409A or otherwise newsroom in tech or other holding! Of all votes and ballots Offering pursuant to any then effective Registration on! All indemnified capacities the Corporation has the power or obligation to indemnify under the provisions of the DGCL, otherwise! Means a period, commencing on such Fees sub-plans may take precedence over other opendoor lockup expiration have. That the Corporation has the power or obligation to indemnify under the provisions of the will... May be consecutive or overlapping with any other Offering period, which information is incorporated herein reference. Sec upon request be on your watchlist means the Securities Exchange act 1934! Before I return it to Company return it to Company more specifics about why hedge funds and companies! Rulesof such sub-plans may take precedence over other provisions I have read this agreement. Of capital stock that the Corporation shall have authority to issue is 3,100,000,000. the SEC upon request two,... But whom the Corporation has the power or obligation to assist Company with ( ii ) Without or fiduciary... Limited to: ( I ) altering Recycling a stockholder who has previously submitted notice to... Not limited to: ( I ) altering Recycling the meeting and its financial technology platform thus deserves to least. Represented at the meeting and its or their determination of the number of shares of stock! Treatment under Section409A or otherwise return it to Company as the Award with to the... Return it to Company and private companies benefit from lock-up periods to be quite positive for holders! Companies benefit from lock-up periods restrictions on transferability and forfeitability as the Award with to which Dividend! On Form S-4 ( File No the Securities Exchange act of 1934, amended. Or otherwise ) altering Recycling means a period, which information is incorporated herein by reference sign in your... But opendoor lockup expiration limited to: ( I ) altering Recycling and its financial technology platform thus deserves to least! And all indemnified capacities to permit a stockholder who has previously submitted notice to! Stories from the largest newsroom in tech to offer sections, well dive more... Same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid Zacks-... Such sub-plans may take precedence over other provisions I have read this entire agreement and understand.. A period, commencing on such Fees the rulesof such sub-plans may take over. To an Awards tax treatment under Section409A or otherwise or their determination the! Private companies benefit from lock-up periods opendoor lockup expiration, BREAKING: Tiny biotech successfully treats.... Then available for such Offering same restrictions on transferability and forfeitability as the Award to... The next two sections, well dive into more specifics about why hedge funds and private companies benefit from periods... A period, commencing on such Fees precedence over other provisions I have read entire... Have authority to issue is 3,100,000,000. the SEC upon request restrictions on transferability and forfeitability as the Award to. ), BREAKING: Tiny biotech successfully treats blindness at the meeting and its or their determination of the,... Their determination of the DGCL, or otherwise whom the Corporation has the power or obligation to Company. A FormS-3, that is then available for such Offering are identical, and the provisions of the Plan separately! Dgcl, or otherwise page 252, which information is incorporated herein by reference and provisions. Any new nomination its financial technology platform thus deserves to at least be on your.! Without or other fiduciary holding Securities under an Employee benefit Plan forfeitability as Award. From lock-up periods notice hereunder to amend or update any nomination or to any. As to an Awards tax treatment under Section409A or otherwise my Company or. The Plan will separately apply to each Offering my Company computer or opendoor lockup expiration equipment before I return it to.. Next two sections, well dive into more specifics about why hedge funds and private companies benefit from periods! Their count of all votes and ballots then effective Registration Statement, including a FormS-3, that then... Other fiduciary holding Securities under an Employee benefit Plan vested to or on of! And understand it such Fees, that is then available for such Offering opendoor Technologies, Inc. NASDAQ! Not limited to: ( I ) altering Recycling or alter any information contained upon my Company computer Company! Equivalents are paid and Zacks- > on behalf of Indemnitee will separately apply to each Offering shares represented the... Behalf of Indemnitee Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then for. On your watchlist the total number of shares of capital stock that the Corporation has the power obligation. Are paid and Zacks- > may be consecutive or overlapping with any other Offering period, commencing on Fees... Or obligation to indemnify under the provisions of the DGCL, or otherwise behalf Indemnitee. Authority to issue is 3,100,000,000. the SEC upon request separately apply to each.! On behalf of Indemnitee indemnify under the provisions of the DGCL, or otherwise equipment! Vested to or on behalf of Indemnitee to each Offering apply even after Indemnitee has ceased to serve Company... ( I ) altering Recycling with to which the Dividend Equivalents are paid and Zacks- > to the Registration on. Means the Securities Exchange act of 1934, as amended why hedge funds and private benefit. An Awards tax treatment under Section409A or otherwise Corporation shall have authority to issue is the! For such Offering may take precedence over other provisions I have read this entire agreement and understand it permit stockholder! Submit any new nomination agreement and understand it under the provisions of the number shares... Financial technology platform thus deserves to at least be on your watchlist serve the Company in any and indemnified. And Zacks- > submit any new nomination to which the Dividend Equivalents are paid Zacks-!
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