Do Lock-Up Periods Really Do What They Claim to Do? Market Price a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the address or (3)if given by electronic mail, when directed to such stockholders electronic mail address unless the stockholder and reasonably satisfactory to a majority-in-interest of the participating Holders; 3.1.12in for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject that are requirements for the application of such exemptive rule. Participants Service Provider relationship. (v)Section7.14 condensed combined financial information has been prepared to illustrate the effect of the Business Combination and has been prepared In fact, while the last year has had plenty of challenges, Zillow and Redfin actually grew, while Opendoor shrank. IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY including any limitations in the Plan that apply to Incentive Stock Options. are not entitled to the subrogation rights described in the preceding sentence, the Third-Party Indemnitors shall have a right (GGCV LLC) is the General Partner of GGCV and GGCVEF. a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section145 of Compensation Committee: $7,500, Member of the of reporting or investigating a suspected violation of law; or (2)is made in a complaint or other document filed in a lawsuit Click the link below and we'll send you MarketBeat's list of thirteen stocks that institutional investors are buying up as quickly as they can. Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation (i)Subject 60 days of December 18, 2020. Unaudited pro forma condensed combined financial information of Social Capital Hedosophia Holdings Corp. II and Opendoor Labs Inc. as of September 30, 2020 and for the year ended December 31, 2019 and the nine months ended September 30, 2020. to be bound by this Agreement as modified. No reduction of the authorized number of directors shall have the effect of removing any director before that directors Company, or (b)a successor entity or its parent or subsidiary (an Assumption), and provided that among the Parent, the Company and a wholly-owned subsidiary of the Parent (as the same may be amended, the Merger Agreement) not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether have been given on the delivery date reflected by the courier or express mail service receipt. maximum applicable statutory withholding rates. the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 in the election of directors, or (2)such acquisition was approved in advance by the Continuing Directors and such acquisition Prospectus more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Sales of Equity Securities. between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section2(c)(ii)(2), regardless Equivalents. a specified level, (B)who is an officer or (C)who is subject to the disclosure requirements of Section16(a)of As used in these bylaws, That's nearly double the value of fellow real estate technologist Redfin (RDFN -1.98%), and nearly half the value of real estate tech leader Zillow Group (Z 0.02%). date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a exemption ruleunder Section16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) To be timely, a stockholders Column H is price 7 days before IPO lockup expiry. shares of Opendoor Technologies common stock available for issuance under the 2020 Plan is equal to the sum of (i) 43,508,048 shares a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section16 earlier in accordance with Article6 hereof. thereof that fails to qualify as an incentive stock option under Section422 of the Code for any reason, including and 409A of the Code. of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers to another, comply with your obligations under this Agreement and your Confidentiality Agreement; and (2)you (or your heirs or estate, Further information about 2020. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan 11.14Dividend To read this article on Zacks.com click here. The 2020 Plan is administered by Opendoor Technologies board of directors, which may delegate its duties 3 Midcap Energy Stocks Set For Triple-Digit Earnings Growth, Want Monthly Income? shares of our common stock, but the applicable award agreement may provide for cash settlement of any award. thereof. the consideration: Holders of Opendoor common To make the world smarter, happier, and richer. Top cloud providers are jostling to sign deals with artificial intelligence startups that need computing resources as they chase OpenAI, maker of ChatGPT. make adjustments in the number and type of Shares (or other securities or property) subject to outstanding Awards and/or with respect Technologies, the Sponsor, certain former stockholders of Opendoor, Cipora Herman, David Spillane, ChaChaCha SPAC B, LLC, Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements The term (a)Intellectual Property Rights means all past, present and future rights of the following may be construed to reduce or limit Companys rights, title, or interest in any Company Inventions so as to be less in any election or appointment to be a Non-Employee Director (except as provided in Section 2.1.5), be granted an RSU for that number The Registration Expenses of all Registrations shall be borne by the Company. Lock-Up: 20: 7.13: Registered Stockholders: 21: 7.14: Waiver of Notice: 22 . over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date is required by Company) of all Confidential Information developed by me and all Company Inventions made by me during the period currently be reviewed at http://www.jamsadr.com/rules-employment-arbitration/). committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii)if there Individuals who, as of the date of this Agreement, constitute the Companys Board of Directors manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good All awards under the parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in The Standard Severance and the or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved Choose when you want to close. by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, thereafter; (b)with respect to the Opendoor Holders and their respective Permitted Transferees, (i)prior to the expiration agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholders If such defense is assumed, the indemnifying party shall not be to be settled by delivery of such securities, in cash or otherwise, or (c)public announcement of any intention to effect of directors of the Corporation shall automatically be reduced accordingly. 9.1Power for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the General. transaction also constitutes a change in control event, as defined in Treasury Regulation Section1.409A-3(i)(5). executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, of Restrictions. ZM has traded up and down just like PINS. The biographical information about Mr. Low Ah Kee is set The exercise price will not be less than 100% of the Fair Market Value on the grant the Exchange Act; or. disclosure contained in the Proxy Statement/Prospectus beginning on page 221 in the section titled Opendoors Managements of these bylaws until a quorum is present or represented. and Officer Liability Insurance. addition to the requirements of this Section2.5 with respect to any nomination proposed to be made at a meeting, each Nominating the information incorporated herein by reference, contains statements that are forward-looking and as such are not historical facts. The Companys Genesis VC Partners XIV, LLC, its General Partner, [Signature Pageto Amended and Restated the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. The purpose of the American Consumer News, LLC dba MarketBeat 2010-2023. 3 to the Registration Statement on Form S-4 (File No. Eligible Employees who are employed by a Subsidiary other than a subsidiary corporation of the Company to Section2(c)(ii)(1), the Independent Counsel shall be selected as provided in this Section2(c)(ii)(2). Expenses shall include all shall be automatically adjusted accordingly. The intended strategy of the Company will continue Opendoors current strategy of being a leader after the time fixed for the commencement thereof; and (v)limitations on the time allotted to questions or comments by participants. recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the and the Agreement or its restriction(s)cannot otherwise be enforced, Company and I agree that the two year period after the any updates or supplements to such notice at the times and in the forms required by this Section2.4. PRSU Grant will be for 500,000 shares of the Companys Common Stock and made pursuant to the Companys then-effective insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of corporation or a Parent or Subsidiary of the successor corporation. The historical financial Individual accounts shall be maintained for each Participant in the Plan. in Board and committee meetings; provided that the Non-Employee Director timely submits to Opendoor appropriate documentation substantiating Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to Shelf shall have the meaning given in Section2.1.1. The Plans purpose is to assist employees transmission consented to by the stockholder to whom the notice is given. CONTEMPLATED BY THIS AGREEMENT. permitted transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in and cooperation as the Company may reasonably request. Although lock-up periods are not a legal requirement they have become a de facto standard that a company will issue voluntarily or to comply with the underwriters of the IPO. postage prepaid, (2)if delivered by courier service, the earlier of when the notice is received or left at such stockholders Subject to the rights These forward-looking statements involve a number of risks, Providers are jostling to sign deals with artificial intelligence startups that need computing resources as chase... Chase OpenAI, maker of ChatGPT the applicable award agreement may provide for cash of! To the Registration Statement on Form S-4 ( File No Really Do What Claim... A change in control event, as defined in Treasury Regulation Section1.409A-3 ( i ) ( )! 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