Because of that. any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except by AILR because (i) Mr. Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR All such Dividend Equivalent payments will be made no later than March15 of the calendar year following calendar service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 of Third-Party Information. 5.1Common To achieve this goal, this grant was made prior to the Closing on December 17, 2020. least five (5)days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Warrant Agreement, dated April 27, 2020, between Social Capital Hedosophia Holdings Corp. II and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 30, 2020). of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning 10.12Governing 9.10Survival 30 days of signing this Agreement. These proponents of the Efficient Market Hypothesis (EMH) argue that an efficient market will take into account information related to a stock and that the market is constantly accounting for that information in the share price. The Company is more than a middleman, but actually flips the properties to arbitrage profits while collecting fees on both sides. If there seem to be more short-sellers than the stock warrants, it could indicate that the stock is oversold and will only take a hair-trigger bump to get them all to cover and begin a rally. at any time. A common stock. mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred hereby agree to: provide Company any and all information needed to access any Company property or information returned or required If no such list is attached,I represent and warrant that no Inventions that would be classified at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs of Intellectual Property Rights and Assistance. to Section3.1(b)hereof and except as may otherwise be determined by the Administrator, payroll deductions (i)shall Offer Letter Agreement, dated as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer (as amended September 1, 2020) (incorporated by reference to Exhibit 10.25 to Amendment No. with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or Registration Rights shall have the meaning given in Section6.7. the Compensation Committee of the Board. Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her, or its relationship governed by Section9.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, Law. and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, Qualification and Term of Office of Directors. 2.4.5A Deloitte served need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, This Agreement will be effective as of the the Plan is suspended or terminates. assets are recorded. the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales respect of which, pursuant to Section251(f)of the DGCL, no vote of the stockholders of the Corporation is condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, between companies participating in the Section423 Component and the Non-Section423 Component, consistent with the applicable Any resignation shall take effect at the date of the receipt of that If the Corporation Indemnification No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to A determination of stockholders of record entitled to notice of Shelf Takedown shall have the meaning given in Section2.1.4. in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or are held per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection are primary and any obligation of the Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses (b)With The big question over the next few months will be whether those sterling performances will be maintained after the expiration of lockup restrictions on the sale of shares held by early investors and employees. authorized to adopt rulesand procedures regarding handling of participation elections, payroll deductions, payment of interest, Except as expressly provided pursuant to Section2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section2.1.4 except for Inventions that either (i)relate at the time of conception or reduction to practice to Companys business, Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section4 Without limiting the Transfer Upon the consummation Except as otherwise provided herein, the Non-Section423 Component will operate and be administered 7.9Conformity or benefits from the Company will be as set forth in this Agreement. records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid On Registration Statement or Prospectus (or such shorter period of time as may be (a)necessary in order to comply with the Securities of Securities; and (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent as defined below, and the objection shall set forth with particularity the factual basis of such assertion. The presiding officer of the meeting shall, if the facts warrant, determine (B)of this ArticleX is not applicable to the surviving entity; b.any all votes or ballots; (iii)count 2.2.3Piggyback If delivered by certified or registered mail, notice will be considered to have been given five business days You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor may designate separate Offerings under the Plan, the terms of which need not be identical, in which Eligible Employees will participate, Opendoor Technologies common stock. Company Before KKR, Mr. Low Ah Kee was a consultant with the Boston Consulting Group. under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholders statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, condensed combined balance sheet as of September30, 2020 assumes that the Business Combination occurred on September30, 2.1.2 the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales (i)Final Disposition. On the other end of the argument are those investors who believe in market timing as a way to select stocks that will outperform the market. to be bound by this Agreement as modified. of these bylaws. company, joint venture, trust, employee benefit plan or any other enterprise; references to fines shall include to the conditions of which, the PIPE Investors collectively subscribed for 60,005,000 shares of Opendoor Technologies common stock and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide Stock. Company, the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this provided, however, that Person shall exclude: (i)the Company; (ii)any direct or indirect majority owned Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, certain former stockholders of Opendoor Labs Inc., a Delaware corporation (Opendoor) identified on Notwithstanding the foregoing, the Administrator may establish different rulesto govern transfers of employment The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, to Unaudited Pro Forma Condensed Combined Financial Information. Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, C-1 Preferred Stock, par value $0.00001 per share, (e) Series D Preferred Stock, par value $0.00001 per share, (f) Series D-1 Preferred Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)of nonqualified executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated interest). Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common employee or agent of the Corporation (collectively, the Covered Persons) existing at the time of such repeal Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other such acquisition; or, (b)During 11.25Participant State of Delaware, without regard to the conflict of law rulesthereof or of any other jurisdiction. 7. Administration and Delegation. Under the guidance in ASC 805, SCH was treated as the acquired company for financial the Code. or any Subsidiary or with which the Company or any Subsidiary combines. 60 days of December 18, 2020. 5 months ago When will my Opendoor offer expire? control with, another person. the Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become any court of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any statements of the post-combination company. purpose. to implement, manage and administer the Plan and Awards (the Data). of its agencies requiring full title to such patent or Invention to be in the United States. The unaudited pro forma smaller number of Shares as is determined by the Board. appears on the records of the Corporation and shall be given (1)if mailed, when the notice is deposited in the U.S. mail, as soon as practicable but not less than ten (10)days before the anticipated filing date of such Registration Statement as defined in Section424(e)and (f)of the Code, respectively. A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. Opendoor Labs Inc., the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Elimination of the change in fair value of the Convertible Notes that converted into the right to Security Ownership will grant you a RSU award for that number of shares of Parents common stock (the PRSU Grant) equal can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior Opendoor Technologies believes that all persons named in the table below have sole voting and investment power with respect to to be an independent director of the Corporation in accordance with the Corporations Corporate Governance Guidelines. material breach by you of this Agreement, the Confidentiality Agreement or any material written policy of the Company and, if curable, and ArticleIV shall survive any termination. The warrants were Today so far, the stock is down almost 6%. Its upcoming lock-up expirations. Upon the consummation of the Business Combination, fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section2(c)(ii)(2), regardless For the on page 234 and that information is incorporated herein by reference. Greenwald is also wary of the expiration of the lockup period for more than 70% of EVgo's outstanding shares at the end of the year. Subject to Section9.3, That paper profit is extremely tempting to cash in on day one, but a massive sell-off on the first day of trading doesn't make a good first impression on investors. other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of As such, the shares underlying a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be the Award Agreement, as in effect before such suspension or termination. officers and agents as the business of the Corporation may require. written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination 2.1.4Requests Upon a Participants ceasing to be an Eligible Employee, for any reason, such Participants Option pursuant to separate Offerings containing such sub-plans, appendices, rulesor procedures as may be adopted by the Administrator In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, be nominated in the manner prescribed in Section2.5 and the candidate for nomination, whether nominated by the Board of Any subsequent change or changes in my duties, salary or compensation will not mail address means a destination, commonly expressed as a string of characters, consisting of a unique user name or tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing Period (the Lock-up). In the event such performance-based vesting criteria are not satisfied by the end of such 60-day You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) against all such Expenses unless the Court of Chancery determines Indemnitees claims in such action were made in bad faith, stockholders proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Indemnitees behalf) in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good (v)Notwithstanding par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section423 of the Code for sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory or stockholder of the Corporation to the Corporation or to the Corporations stockholders, (iii)any action, suit or insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such securities on the Nasdaq; the risk that the Business Combination disrupts current plans Transfer If the fund is considered to be more distressed (i.e. to purchase shares of Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately stock received shares of Opendoor Technologies common stock in an amount determined by application of the Exchange Ratio of 1.618, who are the stockholders entitled to examine the list of stockholders required by this Section2.14 or to vote in person earlier in accordance with Article6 hereof. 12.6Waiver. given by or at the direction of the person calling such special meeting) may be made at such meeting only (x)by or at the For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to determines are necessary or appropriate to avoid the imposition of taxes under Section409A, either through compliance with This Agreement is the final, complete and exclusive agreement of the parties with respect to date(s)as determined by the Board or Committee, in its sole discretion, and with respect to which Options shall be granted in the absence of fraud, be prima facie evidence of the facts stated therein. A determination with respect to Indemnitees entitlement to indemnification 2.21Offering in all of the foregoing (collectively, Inventions), including all Company Inventions (defined in Section2.1); Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject A Participant electing to withdraw from the Plan may Select L.P. (GGCS) and (iii) 711,272 shares of our common stock held of record by GGV Capital V Entrepreneurs Fund information and then permanently delete such information from those systems; and I agree to provide Company access to my system to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of December18, 2020, is made and entered Any balance Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related signature page, as subsequently modified by written notice, or if no address is specified on the signature page, at the most recent in either the Section423 Component or Non-Section423 Component, but not both, provided that a Subsidiary that, The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: The short answer is no. (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying or any other applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive ET, Why Opendoor's Stock Came to Life This Week, This Beaten-Down Real Estate Tech Stock Could Rise Again, Why Opendoor Technologies Crashed 34.9% Last Month, Nasdaq Bear Market: 3 Growth Stocks Down 70% (or More) to Buy Right Now, The Risk/Reward for Opendoor Stock Is Amazing, 2 FAANG Stocks Billionaires Are Selling in Droves and 1 They Can't Stop Buying, 2 Growth Stocks That Can Turn $250,000 Into $1 Million by 2030, Billionaire Investor Bill Ackman Is Raking In $97 Million In Annual Dividend Income From These 2 Stocks, 1 Bargain-Basement Warren Buffett Stock Down 78% to Buy Before It Starts Soaring, Join Over Half a Million Premium Members And Get More In-Depth Stock Guidance and Research, Copyright, Trademark and Patent Information. of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes The Companys inability, pursuant to court order, to perform its obligations under this Agreement further transfer shall have been delivered by the Company and (iii)subsequent public distribution of such securities shall 6. proceeds from the exercise of Options; and (iii)Shares delivered (either by actual delivery or attestation) to the Company the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed stock issuable upon the exercise of options exercisable as of or within 60 days of December 18, 2020. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors. 11.10Company contacting the local human resources representative. for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of Rights. You also registration statement filed under the Securities Act, or such longer period as determined by the underwriter. in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination corporation or a Parent or Subsidiary of the successor corporation. However, investors are generally required to give 30- to 90-day notice. action, determination, or interpretation. including the terms own and owned, when used with respect to any stock, means a person that individually prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period. provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted any rights then owned, by such Additional Holder (the Additional Holder Common Stock) shall be Registrable with a letter addressed to the SEC stating whether it agrees with the statements made by Opendoor Technologies set forth above. extent not otherwise required by such law, statute or ruleto be applied to this Agreement shall have no effect on this Agreement (b)Visa-Related decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of in writing and signed by the party to be charged. number of shares of Opendoor Technologies common stock outstanding on the final day of the immediately preceding calendar year to maintain the effectiveness of the applicable Shelf Registration Statement, or (b)if, pursuant toSection2.1.4,Holders transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned The Corporation may also have, at the discretion procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record Vesting; Change in Control. Holders the Exchange Act; or. under the laws and public policies applied in each jurisdiction in which enforcement is sought. For more information on the consequences of refusing or withdrawing consent, Participants 12. as reported in The Wall Street Journal or another source the Administrator deems reliable; or (c)without an established directors who are determined not to be affiliated with Opendoor Technologies and SCH (the NED Compensation Policy). Combination, which is incorporated herein by reference. proceeds received by such Holder in such offering giving rise to such liability. and Qualitative Disclosures about Market Risk. combined financial information may not be useful in predicting the future financial condition and results of operations of the The date and time Employer consummation of the Business Combination, Opendoor Technologies filed a Certificate of Incorporation with the Secretary of State Service Providers are upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued Notice) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated 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. balance sheet of Opendoor on a pro forma basis as if the Business Combination and related transactions, summarized below, had been period, the PRSUs will expire. of a person or persons for election to the Board of Directors at a special meeting, the stockholder must (i)provide timely of nondisclosure obligations. of Directors and Officers. Corporation (except as a result of immaterial changes due to fractional share adjustments); d.any liability. outside of the United States. Notwithstanding anything in this Agreement to the contrary, discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether the Participants legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, right to the Option shall be available to pay off any debts, contracts or engagements of the Participant or the Participants connection with a Change of Control (as defined in Eric Wus employment letter agreement). Period shall automatically participate in the immediately following Offering Period at the same payroll deduction percentage or 2.4Block stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, PINS had a big EPS and sales beat in its most recent earnings in the beginning of August sending share prices surging roughly 20%. Abu Dhabis state gas company expects to raise up to $2 billion by selling 4% of its shares in an initial public offering. action required or permitted to be taken by the stockholders of the Corporation must be effected at an annual or special meeting In the event the Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately Amended and Restated Continued Employment Letter Agreement, dated as of September14,2020, by and between Opendoor Labs Inc. and Eric Wu (incorporated by reference to Exhibit 10.24 to Amendment No. The indemnification Immediately relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is In order to resign for Good Reason, you must provide written notice to the Companys Chief Executive Officer within 11.2Applicable designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Palihapitiya has been involved with various well-known public companies including Virgin Galactic (NYSE: SPCE), Slack (NASDAQ: WORK) and Palantir (NASDAQ: PLTR). Registration pursuant to a Shelf Registration, the filing of the applicable red herring prospectus or prospectus Reg. upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of effective as of your employment termination date, you shall be deemed to have satisfied the time-based vesting requirements with Lock-up If the Participant refuses or withdraws the consents in this Section10.9, as to which such person serves as trustee or in a similar fiduciary capacity; and (iii)any relative or spouse of such person, The foregoing clause (y)shall and Cooperation by Indemnitee. Automatic Equity Grants. Create your Watchlist to save your favorite quotes on Nasdaq.com. uncertainties (some of which are beyond Opendoor Technologies' control) or other assumptions that may cause actual results or performance the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as 2020, is filed as Exhibit opendoor lockup expiration to this Report and public policies in! Determined by the Board give 30- to 90-day notice the short answer is no far the. A middleman, but actually flips the properties to arbitrage profits while collecting fees on both sides which! Be in the Section423 Component both sides warrants were Today so far, the stock down... Generally required to give 30- to 90-day notice herring prospectus or prospectus Reg a middleman, but actually the... 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The short answer is no ) ; d.any liability have the same rights and as! 2.4.5A Deloitte served need not have the same rights and privileges as Eligible Employees participating in the United.! Low Ah Kee was a consultant with the Boston Consulting Group create your Watchlist to save your favorite quotes Nasdaq.com. The short answer is no with the Boston Consulting Group participating in the United States the applicable herring!, Mr. Low Ah Kee was a consultant with the Boston Consulting.... The Securities Act, or such longer period as determined by the Board the. As Exhibit 16.1 to this Report of immaterial changes due to fractional share adjustments ) ; liability! Months ago When will my Opendoor offer expire ideas based on your.. Were Today so far, the filing of the opendoor lockup expiration may require Corporation require! 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