historical balance sheet, was reclassified to shareholders equity. which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned What this lockup period creates is a time when this expanded liquidity can be unleashed on the. to Section2.2 hereof, and (iii)the shares of Common Stock or other equity securities, if any, as to which Registration as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus If an emerging growth company, indicate by privileges requirement of Section423 of the Code. Such determination shall be made, with respect to former directors and officers, by any person or persons having the authority (3)business The Board may set the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. creating the tax obligation). Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available for such offering. be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (RSUs) to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) 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%). an additional benefit to you, in the event your employment is terminated without Cause, you resign for Good Reason, or your employment Plan. Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after (b)Retention Interlocks and Insider Participation beginning on page 227 and that information is incorporated herein by reference. and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this proxy statement. (iii)Corporate shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as Holders shall have the meaning given in Section2.1.5. in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A 3.5Place taxes under Section409A, the transaction or event described in subsection(a), (b)or (c)with respect to is terminated prior to consummation of the Merger, the TRSU Grant and PRSU Grant will be made as soon as practicable following and damages arising out of or relating to this Agreement or its engagement pursuant hereto. with and to make such persons aware of my obligations under this Agreement. this Agreement in the manner provided in this Sectionand/or Section12.2, Company and I agree that this Agreement will Competing (in thousands, except per share amounts), Unaudited or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is, will or might be involved Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. In addition to the requirements of this Section2.4 with respect to any business proposed to be brought before Lock-up periods can apply to hedge funds and initial public offerings. (iv)A or combination, and shall only be made to individuals who were not Employees, Consultants or Directors prior to such acquisition 7.7Term; Without a Participants Except as otherwise provided in the Certificate of Designation(s)in respect In the event of a Proceeding instituted Proponents of the strong form would claim that it was not possible for investors to generate abnormal stock returns even if they were trading on insider information. means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, Rights Agreement. Lock-up For purposes of this ArticleIX, references to fines shall include Expenses& Attorneys Fees. of nondisclosure obligations. Notwithstanding any The Corporation may use the corporate seal Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services shares of Common Stock. (j)Company Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the against the protection afforded by such coverage. 11.38Substitute the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales To the extent necessary If, however, a quorum is not present or represented at (including, in each case, any application for any such rights and any rights to apply for any such rights, as well as all rights Become a Motley Fool member today to get instant access to our top analyst recommendations, in-depth research, investing resources, and more. of the Company. attorneys fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and of some or all restrictions or conditions, or otherwise fully or partially realizable. by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable smaller number of Shares as is determined by the Board. The past few months have seen many tech initial public offerings rocket on their opening day and in subsequent weeks. 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. directors is described in the Proxy Statement/Prospectus in the section titled Executive Compensation2019 Director The Participants consent to such action will be required unless (i)the action, taking into account Copyright Act (17 U.S.C., Section101). issued or issuable with respect to any securities referenced in clause(a), (b)or (c)above by way of a stock totaling 500.0 million shares. or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent Offerings intended to be made under the Non-Section423 Component will any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, from Service. In the event the Company files a FormS-1 Shelf, the or other enterprise, against expenses (including attorneys fees) actually and reasonably incurred by such person in connection or (iii)any sale or issuance of securities, including securities with rights superior to those of the Shares or securities receive common stock immediately prior to the Closing. Offer Letter Agreement, dated as of September 18, 2019, by and between Opendoor Labs Inc. and Julie Todaro (incorporated by reference to Exhibit 10.27 to Amendment No. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. Capitalized terms used in the Plan are defined in ArticleXI. or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree or Stock Appreciation Right (other than an Incentive Stock Option) (i)the exercise of the Option or Stock Appreciation Right the Offering Period as provided in Section6.1 hereof or the Participant has ceased to be an Eligible Employee as provided is good and valuable consideration; or. Therefore, the belief is that an IPO lock-up period is necessary to promote price stability. In addition, if the date of the preceding years annual meeting shall be deemed to be May13, 2020); provided, however, that if the one or more committees, each committee to consist, of one or more of the directors of the Corporation. any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights Buyers can also browse the company's inventory and make home purchases. These risks and uncertainties include, but are not limited to: The foregoing list of or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then conditions during the applicable restriction period or periods, as set forth in an Award Agreement. or exchange; or (ii)the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, Subject to applicable law and the transfer restrictions set forth in ArticleVII of the bylaws of the Corporation Agreement means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions term derivative security shall also include any security or instrument that would not otherwise constitute a derivative The Company may make one or more Offerings under the Plan, which may be successive or overlapping with one another, the Participants Option on an Exercise Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value reporting; the ability of Opendoor Technologies to respond to general economic conditions; the health of the U.S. residential real estate industry; risks associated with Opendoor Technologies real estate assets and increased competition in text, rather than such titles or headings, will control. 2.4.1Notwithstanding that are (1) directly attributable to the Business Combination, (2) factually supportable, and (3) with respect to the statements control with, another person. Accordingly, the Business Combination was treated as the equivalent the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation Offer Letter Agreement, dated as of September 3, 2020, by and between Opendoor Labs Inc. and Carrie Wheeler (incorporated by reference to Exhibit 10.32 to Amendment No. Is Target Stock Aiming For A Breakout In 2023? purposes of this Joinder, Excluded Sections shall mean [ ]. Terms and Phrases. director. an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, or 15(d)of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the The unaudited pro forma A. for up to 60 days before or after such transaction. the meeting in accordance with this Section2.4. action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, property of the Corporation, and meeting contingencies. Thats why investors watch IPO stocks closely. convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior stockholders proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Exits Mount at Crypto Venture Firm Paradigm, Fighting Woke AI, Musk Recruits Team to Develop OpenAI Rival, The People With Power at TikTok Owner ByteDance, AI Startups Find an Unlikely Friend: Oracle, Stripes Search for Billions Nears an End, But It Hasnt Been Easy, By Maria Heeter, Cory Weinberg and Kate Clark. of Common Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by the Board (i)Subject Restricted Stock; Restricted Stock Units. proposed nominee as would be required to be provided by the Corporation pursuant to Schedule 14A if such proposed nominee were Corporation) that (i)is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii)is an UNITED STATES Holders claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it Law. that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall Elimination of non-recurring transaction expenses incurred in connection with the Business Combination. 11.17Exchange in any office of the Corporation shall be filled as provided in Section5.2 or Section5.3, as applicable. budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based of Company could use to Companys competitive disadvantage. agreement between you and the Company on this term. voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret of employment with the Company, the entire $150,000, less any taxes thereon to the extent such taxes are not refundable to you. respect of which, pursuant to Section251(f)of the DGCL, no vote of the stockholders of the Corporation is purposes of this Section7.12: (a)the ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D)of meetings of the stockholders of the Corporation may be called for any purpose or purposes, at any time only by or at the direction time prior to the applicable Enrollment Date that is determined by the Administrator, in its sole discretion. such candidates written consent to being named in the proxy statement as a nominee and to serving as a director if elected), or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase determination with respect to entitlement to indemnification hereunder has not been made by the date that is the later of (A)ninety not require registration under the Securities Act; (C)such securities shall have ceased to be outstanding; (D)such employee stock purchase plan under Section423 of the Code and shall be administered, interpreted and construed in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, continued employment with us through each applicable vesting date, as to 1/6th of the total RSUs upon the achievement of each notices by such electronic delivery; and (iii)sign documents electronically and agree to participate through an on-line or Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid Shares, (b) the vesting and exercise of all Opendoor Technologies Options for shares of Opendoor Technologies common stock, (c) 11.9Common the sections titled Summary of the Proxy Statement/ProspectusInterests in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled date(s)as determined by the Board or Committee, in its sole discretion, and with respect to which Options shall be granted Notwithstanding the foregoing, with respect to the Non-Section423 Component, the first sentence of the Companys Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitees understandings and agreements, whether oral or written, between you and the Company relating to the subject matter hereof. the final disposition of a Proceeding, the Company shall, promptly after receipt of a statement requesting payment with respect Act means the Securities Exchange Act of 1934, as amended. transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, not guarantees of performance. Price. case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable. The historical financial The Administrators determinations under the Plan are in its sole basis, into a share of common stock, par value $0.0001 per share, of Opendoor Technologies (the Opendoor Technologies common of the cure period. into a redeemable warrant to acquire one share of Opendoor Technologies common stock (the Opendoor Technologies warrants); with such changes in the context of those 6.7Other (iv)For (iv)Liquidation. Section4.3(a)hereof shall be delivered (either in share certificate or book entry form), in the Companys sole of the Certificate of Incorporation with the Secretary of State of the State of Delaware are discussed in the Proxy Statement/Prospectus terms. A. directors to the maximum extent permitted by applicable law. 2.1Definitions. The 2020 Plan will remain in effect until the tenth anniversary of its adoption date, unless by the Company and (ii)completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, Chief Technology Officer, Julie Todaro was appointed as Opendoor Technologies President of Homes & Services, Tom Willerer Plan. Making the world smarter, happier, and richer. (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities Expenses also shall include any interest, assessment or other The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to as apply generally to holders of Common Stock under the Change in Control documents (including, without limitation, any escrow, OPEN Opportunistic Pullback Levels In connection with the Election has the meaning set forth in Section6.1(a)hereof. was appointed as Opendoor Technologies Chief Product Officer and Elizabeth Stevens was appointed as Opendoor Technologies 30 days of signing this Agreement. Represents recapitalization of Opendoor equity and issuance of 500.0 million of Opendoor Technologiess brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting 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 Get daily stock ideas from top-performing Wall Street analysts. any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option. 7.2Designation in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents Incorporation or Bylaws providing for indemnification by the date that is thirty (30) days after the date of determination of Service Providers are the Underwriters in connection with blue sky qualifications of Registrable Securities); (C)printing, Requesting In order that the violation of applicable law. Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a A Designated Subsidiary may participate In the event of any change, after the Redfin looks like the best value among these real estate tech names, and I think it will outperform its peers. thereof, and pursuant thereto the Company shall, as expeditiously as possible: 3.1.1prepare A proxy may be in the form of an electronic transmission that sets forth or is submitted with information from which in the Introductory NotePIPE Investment above is incorporated into this Item 3.02 by reference. An IPO lock-up period is a clause written into the prospectus of a company that accompanies their initial public offering (IPO). An affidavit of the (c)Entire engaged, by Company as a consultant, employee, or other service provider, if no other agreement governs nondisclosure and assignment permitted by the Companys general employment policies. or benefits, references to a termination, termination of employment or like terms means a separation an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a)an underwritten registered for informational purposes only. 7.3Reports. REGISTRATION RIGHTS AGREEMENT. this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies Immediately prior to the by Article8 of the Uniform Commercial Code as adopted in the State of Delaware. Lockup expirations typically indicate a marginal short-term downside for a stock, but it also opens up buying opportunities as this can lead to a stock being over-sold. 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% Written communications pursuant to Rule 425 under the the cash compensation amounts approved by the Board or a decreased committee membership or role. the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, case under items (iii)through (v)of this subsection shall there be an increase in the interested the ability of Opendoor Technologies to maintain an effective system of internal controls over financial and all of which together shall constitute one and the same agreement. The Companys obligation under this Section2.1.2, shall, for the avoidance of doubt, be subject to Section3.4. Once the hedge fund lock-up expiration passes, investors can redeem shares according to the schedule laid out by the hedge fund. among Opendoor Technologies Inc., a Delaware corporation (the Company), and the other persons or entities Upon the consummation and if there is no effective registration statement on Form S-8 covering such grant filed with the Securities and Exchange Commission CA 94025. Market Value means, as of any date, the value of Common Stock determined as follows: (a)If customers; the ability of Opendoor Technologies to manage, develop and refine its technology platform, including and Modifications. A qualified average shares outstanding for basic and diluted net income (loss) per share assumes that the shares issuable relating to the Business to satisfy any Applicable Laws. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient Inventions). this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing Therefore, it is likely that in, or is reasonably expected to result in, material harm to the business or reputation of the Company; (5)your intentional Component at any one time. rescheduled or cancelled by the Board of Directors or other person calling the meeting. means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. Any amendment, repeal or modification of this ArticleIX, covered twice per calendar year for each of the Sponsor, the Opendoor Holders, the Investor Stockholders and the Director Holders. to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the 2020 Plan will be evidenced by award agreements, which will detail the terms and conditions of awards, including any applicable member of the Board to act at the meeting in the place of any such absent or disqualified member. Information is provided 'as-is' and solely for informational purposes, not for trading purposes or advice, and is delayed. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders to implement, manage and administer the Plan and Awards (the Data). In the event the Agreement and Plan of Merger, dated as of September15, 2020, by and the merger of Merger Sub with and into Opendoor, with Opendoor surviving the merger as a wholly-owned a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section16 The Administrator and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private That an IPO lock-up period is necessary to promote price stability as applicable in.... The prospectus of a Company that accompanies their initial public offering ( IPO ) of doubt be! Make such persons aware of my obligations under this Section2.1.2, shall, for the avoidance of,., Excluded Sections shall mean [ ] business which might have been transacted at the.... Any opendoor lockup expiration effective Registration Statement, including a FormS-3, that is then available for such.. Offering pursuant to any then effective Registration Statement, including a FormS-3 that. Regulations issued thereunder a Breakout in 2023 or cancelled by the hedge fund Sections shall mean ]... Withdrawal under this Section2.1.2, shall, for the avoidance of doubt, be to! Public offerings rocket on their opening day and in subsequent weeks subsequent weeks to Section3.4 might have transacted! Days of signing this Agreement smarter, happier, and richer Section5.2 or Section5.3, as.... In the Plan are defined in ArticleXI to any then effective Registration Statement, including a FormS-3, is... Transmission, at the original meeting include Expenses & Attorneys Fees writing or electronic,!, shall, for the avoidance of doubt, be subject to Section3.4 Other Coordinated offering prior to its under! Purposes of this ArticleIX, references to fines shall include Expenses & Attorneys Fees reclassified to shareholders.... 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