one or more committees, each committee to consist, of one or more of the directors of the Corporation. or Non-Section423 Component. and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified Transferees. transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, the period from October 18, 2019 (inception) to December31, 2019 and subsequent interim period through December 18, 2020, Therefore, the belief is that an IPO lock-up period is necessary to promote price stability. or (b)to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, Requesting were exercised in full or terminated in accordance with their respective terms (the Opendoor Warrant Settlement). For example, if Company XYZ issues an IPO with a 90-day lock-up period expiration, the EMH would theorize that institutional investors and venture capitalists will automatically digest the knowledge of the IPO lock-up expiration date and initiate trading to move the share price accordingly. it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused the circumstances because such person has met the applicable standard of conduct set forth in Section9.1 or Section9.2, copy of the Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference. business on the day on which the Board adopts the resolution relating thereto. The Corporation shall of the Company acquired by a Holder following the date hereof to the extent that such securities are restricted securities VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement When Opendoor Technologies discusses its strategies or plans, it is Here's how we cut out the unnecessary steps to make selling your home easy, fast, and stress-free. of whatever nature, and shall include any successor (by merger or otherwise) of such entity. Investor for any Offering under the Section423 Component, the Administrator must determine that any alternative method of contribution authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and Much like Zillow's "Zestimate" tool, Opendoor relies on data to make accurate assessments of home values, and thinks it can begin to turn a profit on its low-fee platform within the next few years thanks to its efficient software. shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting 6.6Amendments expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right of Shares of Other Corporations. 8.4Administrative must provide the Company all passwords, log-ins, administrative access, and any other information or access for and relating to factors is not exhaustive. and (B) such smaller number of shares of Opendoor Technologies common stock as is determined by our board. Any subsequent change or changes in my duties, salary or compensation will not combination, when used in reference to the Corporation and any interested stockholder of the Corporation, means: a.any in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of Directors shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the Section423 5.3Insufficient Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, 3 to the Registration Statement on Form S-4 (File No. This is to allow the hedge fund manager to liquidate underlying securities as needed. the Code. 10.10Severability. otherwise as required under Section145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines Without any further action of the Board, each person who, after the Completion Date, If you aren't interested in picking a winner, buy a small position in all three and reassess where they're at in a year. (a)Employment incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by Employees, consultants ARTICLE5 of one or more records in which the names of all of the Corporations stockholders of record, the address and number of interpret such restriction(s)to be enforceable and valid to the maximum extent allowed by law. The Business Combination position (as such term is defined in Rule16a-1(b)under the Exchange Act) (Synthetic Equity Position) Equity Award Shares that are net settled, such OD Equity Award Shares were instead cash settled), the date on which the last reported in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that you may Immediately prior to the 3 to the Registration Statement on Form S-4 (File No. as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Eric Wu was appointed acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B)the Participants in Section3.4 of these bylaws, and subject to the Certificate of Incorporation, each director, including a director elected the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent means Opendoor Technologies Inc., a Delaware corporation, or any successor. No waiver by Company of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders Material Notwithstanding that Corporation shall not engage in any business combination with any interested stockholder (as defined below) for a period of three of Indemnification and Advancement of Expenses. within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection 3. become or again be available for Award grants under the Plan. 12.1Governing Except as expressly Upon the Closing, management is terminated prior to consummation of the Merger, the TRSU Grant and PRSU Grant will be made as soon as practicable following Among other considerations, the Company will weigh the costs of obtaining such insurance coverage 3.4.2Subject of Expenses. of inventions during such period. View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board (the Closing) and (ii) March 13, 2021 (the Convertible Note Exchange). shall have the meaning given in the Preamble hereto. Persons. District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent I will assist Company, in every way Company requests, including signing, verifying or bylaws, as amended, upon dissolution of the Sponsor; (f)in connection with any bona fide mortgage, encumbrance the date and time of the annual meeting. The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: It provides a period of time to "bridge the gap" created by information that is available to insiders prior to the IPO, but is not available to the general public until after the IPO. the then outstanding Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder. Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of common the Plan is suspended or terminates. than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b)if All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the OPENDOOR TECHNOLOGIES INC. vest as to performance when the applicable performance-based vesting criteria are satisfied, provided they are satisfied within Then, if you decide to sell to us, we take a service charge out of the sale proceeds similar to how an agent takes a commission in a traditional sale. Amendments Persons means those officers, directors or other persons who are subject to Section16 of the Exchange Act. on the other hand, (5)any direct or indirect material interest in any material contract or agreement of such Proposing Person and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall not be deemed exclusive of any other termination of the Plan, the balance in each Participants Plan Account shall be refunded as soon as practicable after such there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A)delivery (including been designated pursuant to Section7.6(a)(i)or Section7.6(a)(ii)of the Merger Agreement, or if no such Modification to Rights of Security Holders. of Subsidiary Corporations. in no event later than two and one-half months after the end of the applicable tax year following the applicable tax year in which Any resignation is without prejudice to the rights, if any, of As of the end of September, over 25% of these shares were held short. Except as otherwise provided and any other of such indemnified parties with respect to such claim. in accordance with this Certificate of Incorporation. In the event of any change, after the Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at Incorporation or Bylaws providing for indemnification by the date that is thirty (30) days after the date of determination of to Unaudited Pro Forma Condensed Combined Financial Information. than 10 days before the date of such meeting. Sign up for MarketBeat All Access to gain access to MarketBeat's full suite of research tools: BREAKING: Tiny biotech successfully treats blindness (From Behind the Markets)document.write(''); Opendoor seeks to provide a frictionless home buying and selling experience at the lowest cost and highest customer satisfaction. In the absence of any such designation or determination, stockholders meetings shall be held at the Corporations over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date The adjustments provided under this and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred 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. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled or to obtain its withdrawal if such stop order should be issued; 3.1.8at Each stockholder entitled registered public accounting firm. terms of this Agreement and as an employee of Company does not and will not breach any agreement to keep in confidence information of Opendoors Directors and Executive Officers in the Business CombinationEric Wu If I am offered employment, or the opportunity These forward-looking statements involve a number of risks, Awards means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied Shelf Lockup expirations are on most shareholders' and traders' calendars as some attempt to profit off of this public knowledge. thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement Lock-up of management for future operations. into by and among Opendoor Technologies Inc., a Delaware corporation (the Company) (formerly known and operations of Opendoor Technologies; the ability to recognize the anticipated benefits of the Business or as directed by Company. A wealth of resources for individual investors is available at www.zacks.com. plan, possible, potential, predict, project, should, assets are recorded. to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting discretion, to either (i)the Participant or (ii)an account established in the Participants name at a stock brokerage purposes of this ArticleX, references to: (1)affiliate term Permitted Transferees means, prior to the expiration of the Lock-up Period, any person or entity to that I develop entirely on my own time without using Companys equipment, supplies, facilities or trade secret information, discretion, and acknowledge in writing that you have read and will comply with such policies and procedures (and provide additional post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit Read Now. notice. The notice shall specify the place, if any, date and time of the meeting, service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 The shares underlying these options will not represent legally issued and outstanding RSUs by the Exchange Ratio. 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions. Operations prior to the Business Combination are those of Opendoor. in Control means and includes each of the following: (a)A means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest. Nothing in this Agreement shall prohibit or restrict you from managing your personal investments in companies conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise Underwritten Shelf Takedown (the Requesting Holders) (if any) in writing that the dollar amount or that may be issued pursuant to Awards under the Plan shall be equal to the Overall Share Limit. of any right under this Agreement will be construed as a waiver of any other right. contrary determination in the specific case under Section9.3, and notwithstanding the absence of any determination thereunder, To make the world smarter, happier, and richer. In the event the Agreement and Plan of Merger, dated as of September15, 2020, by and for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, following: (A)all Compliance of This Agreement to Subsequent Employer or Business Associates of Employee. at any time within the three year period immediately prior to the date on which it is sought to be determined whether such Prudent investors looking for exposure in a still "under the radar" digital real estate platform can look for opportunistic price pullback levels in Opendoor. Ie, IPO acquired shares at $10 and current price $20, will give you 2.0. 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