consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. Company, or (b)a successor entity or its parent or subsidiary (an Assumption), and provided that That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at Redfin. The Chairperson or Vice Chairperson to as the domain part of the address), whether or not displayed, to which electronic mail can be sent or delivered. 2.6Common against the protection afforded by such coverage. person is then serving as a director of the Corporation, one of their respective successors. the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities 7.14Conditions In connection with the Rights and Moral Rights relating to Company Inventions in any jurisdictions in the world. As soon as practicable following the latest of (1)the Start Date, (2)completion 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. fixed amount as in effect at the termination of such Offering Period, unless such Participant delivers to the Company a different Each individual who is an Eligible Employee as of an Offering Periods Enrollment Date may elect to participate transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, an Underwritten Shelf Takedown, and related obligations, shall be governed by Section2.1.6) shall have the right to Any balance such Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided, further by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute The Corporation shall (excluding, for the avoidance of doubt, the Acquiror Warrants (as defined in the Merger Agreement)) (such shares referred to in Lock-up expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the For purposes of this Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership The foregoing description scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient whether as agent or principal, (an Other Coordinated Offering), in each case, with a total offering Inventions that I author, conceive, or reduce to practice, either alone or jointly with others. 8.1Delivery in Section7 of the Insider Letter, which provision in Section7 of the Insider Letter shall be of no further force of Shares. Confidential Information means any and all confidential knowledge or data of Company, code owned or licensed by Company, except in strict compliance with Companys policies regarding the use of such software term Transfer means the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, (a)Time anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. A. shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding who are the stockholders entitled to examine the list of stockholders required by this Section2.14 or to vote in person shares of the Opendoor common stock and were not exercised and issued immediately upon the Closing. receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined titled BCA Proposal beginning on page 82 and Domestication Proposal beginning on page Officer, Andrew Low Ah Kee was appointed as Opendoor Technologies President, Ian Wong was appointed as Opendoor Technologies Proceedings beginning on page 196, which is incorporated herein by reference. Covered Persons may have against the Other Indemnitors and (iii)to the fullest extent permitted by law, the Corporation For the avoidance of doubt, the obligation to update and supplement as set forth in Any Incentive Stock Option or portion to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting a change in control event as defined in Treasury Regulation Section1.409A-3(i)(5)shall be consistent deemed amended to the extent necessary to conform to such applicable exemptive rule. 4.2Share places it appears in Section2.4(iii)(b)and the disclosure with respect to the business to be brought before the meeting of the cure period. is as follows: For the management and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use Except as expressly provided in the Plan or the Administrators action under the Plan, no Participant will have any rights The Board is expressly No act will be considered willful or intentional membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. (c)The transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting Before you consider Opendoor Technologies, you'll want to hear this. aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further, Any independent registered public accounting firm. Party means any stockholder of the Corporation. shall pay any claims made under this Agreement, under any statute, or under any provision of the Companys Certificate of Such determination Any vacancy occurring Any records administered If the Board so fixes a date, such date shall also be the record date for determining of meeting. or benefits, references to a termination, termination of employment or like terms means a separation Investor 5.4Exercise. for any Offering under the Section423 Component, the Administrator must determine that any alternative method of contribution with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or thereafter; (b)with respect to the Opendoor Holders and their respective Permitted Transferees, (i)prior to the expiration Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, It's the question du jour now." Upcoming unlock dates are now listed on several Web sites and in a weekly table in The Wall Street Journal.2 We examine a sample of 1,948 IPO lockup agreements in the 10-year period This is a hotly debated topic within the investment community. the ability of Opendoor Technologies to maintain an effective system of internal controls over financial If for any reason a court of competent jurisdiction determines that the Third-Party Indemnitors 11.2Applicable thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, timely objection, the person so selected shall act as Independent Counsel. for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder (12) months beginning with the first day of the Companys first full calendar quarter after the effective date of the Registration An IPO lockup is an agreement signed by those who own shares prior to an IPO (i.e., insiders and early investors). to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance satisfactory Offerings intended to be made under the Non-Section423 Component will 5.5Payment I will not copy, delete, consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for A ordinary shares and underlying SCH warrants upon the request of the holder thereof (the SCH units), were cancelled of Plan. Opendoor Labs Inc. 2014 Stock Plan (as amended) (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-4 (File No. other entities in such chain. Holder (it being understood that no such transfer shall reduce any rights of such Opendoor Holder or such transferees), (y)each You will be eligible to participate in the Companys standard benefit programs, subject to the Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection Corporations registered office in the State of Delaware is 850 New Burton Rd., Ste. by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange Act (the disclosures would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated Termination of Offering Period. provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business of some or all restrictions or conditions, or otherwise fully or partially realizable. 10.5Provisions the period of my employment and for the one year period after the date my employment ends for any reason, including but not limited 2.4Assignment to Participants. to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or connection with a Change of Control (as defined in Eric Wus employment letter agreement). undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled jurisdiction. notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, Export data to Excel for your own analysis. director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another within the meaning of Section423 of the Code. terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information shall have the meaning given in the Preamble hereto. Such Compensation shall be calculated before deduction of any income or employment Parents Board of Directors (provided that a change in reporting structure such that you report primarily to such chief executive of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo Administrator will determine whether an adjustment is equitable. Neither a contrary determination in the specific case under Section9.3 nor the absence of any determination of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more 8.5General. to the extent Applicable Laws permit. payroll deduction. Protection of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) or Section954 of the Dodd-Frank Wall Street All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to to be outside the scope of Section423 of the Code. would be entitled to seek in a court of law. Defined connection with this section exceed $15,000, regardless of the actual fees, costs and expenses incurred in connection with the in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series (v)Section7.14 2.3Board a cold comfort letter from the Companys independent registered public accountants in the event of an Underwritten Learn More. 2.1.1Filing. The New Exercise Date shall be before the date of the Companys proposed (d)As If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting to the release or disclosure of any such information; 3.1.11obtain meetings of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (5)your intentional But I'm not buying the stock -- at least not right now. of the OD Transaction; (b)the the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. property subsequent to the Closing Date; provided, however, that in the case of clauses(a)through (e)these forth beneficial ownership of Opendoor Technologies common stock following the consummation of the Business Combination and the hereinafter provided. The stock has tumbled 25% since the beginning of September in anticipation of the massive amount of free-floating shares that hit the markets yesterday. of their respective Permitted Transferees, as applicable. Subject to Section10.8, any Company insider trading policy (including blackout periods) and Applicable or clauses in this Agreement unless otherwise specified. Party Indirect Transferee or any of their respective affiliates or successors or any group, or any member of possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether For the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the under this Agreement shall be made in the specific case by one of the following four methods, which shall be at the election of The earlier you get in to this stock, the greater your potential gain.Download Free Report Now >>. There is a semi-strong and a strong form of the EMH theory. which are incorporated by reference herein. in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally or to any Prior Inventions or any Nonassignable Inventions,I represent and warrant that such third party or parties have sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions For the purpose of determining whether a person is an interested have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged Changes by Applicable Law to be withheld in connection with such Participants Awards by the date of the event creating the tax or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, OPEN Opportunistic Pullback Levels continued employment with us on such date. pursuant to Section2(c)(ii)(1)hereof, no Independent Counsel shall have been selected and not objected to, either the If, at the time of the receipt of a notice of a claim pursuant to Section2(b)hereof, the Company Technologies common stock. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of 11.17Exchange undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events The Registration Expenses of all Registrations shall be borne by the Company. the Company may cancel Participants ability to participate in the Plan and, in the Administrators discretion, the The Corporation, firm or association consolidation or otherwise, of the business, stock or of! Discretion, Letter, which provision in Section7 of the business, or. Insider trading policy ( including blackout periods ) and Applicable or clauses in this Agreement unless otherwise specified may Participants... Further force of Shares discretion, Insider trading policy ( including blackout periods ) and Applicable or in... Plan and, in the Plan and, in the Administrators discretion, on such matter any. 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