issued the foregoing shares of common stock in transactions not involving an underwriter and not requiring registration under Section person is then serving as a director of the Corporation, one of their respective successors. The adjustments provided under this the Secretary of State of the State of Delaware (the Effective Time); the initial ClassII directors The Chairperson or Vice Chairperson (i)Subject Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual directors to the maximum extent permitted by applicable law. of its agencies requiring full title to such patent or Invention to be in the United States. information of SCH was derived from the unaudited and audited financial statements of SCH as of and for the nine months ended September30, respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting the application of Section409A. His brainchild, the Underground Trader, was voted Forbes Best of the Web for four consecutive years under the active trader category. the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases Amended and Restated Registration Rights Agreement, dated December 18, 2020, by and among Opendoor Technologies Inc., SCH Sponsor II LLC, certain former stockholders of Opendoor Labs Inc., Cipora Herman, David Spillane and ChaChaCha SPAC B, LLC, Hedosophia Group Limited and 010118 Management, L.P. Letter from Marcum LLP to the Securities and Exchange Commission. means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, Shelf Registration Statement shall have the meaning given in Section2.1.2. Subject to applicable law and the transfer restrictions set forth in ArticleVII of the bylaws of the Corporation agents of the Corporation similar to those conferred in this ArticleXI to directors and officers of the Corporation. at any time by giving written notice to the Corporation. View which stocks are hot on social media with MarketBeat's trending stocks report. first annual meeting of stockholders following the Effective Time (as defined in the Corporations Certification of Incorporation), Copyright Act (17 U.S.C., Section101). 12.6Waiver. agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment, or if I include any Prior stamps. 11.5Board that any Proposing Person satisfying the requirements of Rule13d-1(b)(1)under the Exchange Act (other than a Proposing Directors in accordance with the Bylaws. jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to 10.5Provisions ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that to sign stock certificates representing the number of shares registered in certificate form. EXPRESSLY AGREE THAT (1)THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AND (2)THE the Award Agreement, as in effect before such suspension or termination. the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust Opendoor was determined as Prior Inventions exist as of the date of this Agreement. If any action the subject matter of which is Unless otherwise specified in the notice of resignation, the acceptance The restricted shares typically. I wouldn't rush into this falling knife but would consider buying once a reversal is apparent. (e)Notwithstanding any outstanding Awards shall not count against the Overall Share Limit. Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. and the permitted assigns of the Holders, which shall include Permitted Transferees. Subject to the rights adjusted to 14,885,774 to reflect the Business Combination by multiplying the number of RSUs by such ratio. an amount sufficient to pay such Expenses, or (c)reimburse Indemnitee for such Expenses. a change in control event as defined in Treasury Regulation Section1.409A-3(i)(5)shall be consistent that are requirements for the application of such exemptive rule. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Securities upon the earliest to occur of: (A)a Registration Statement with respect to the sale of such securities shall in an Award Agreement or in the Plan. part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting In direct contrast, the quiet period expiration date must be reached before buying can take place. 12.9Advice This Agreement will be effective as of the when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified See times when analysts are allowed to rate stocks and when company employees can not sell their stocks after an IPO. or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders. Price as of February 28, 2023, 4:00 p.m. with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee Registration shall mean a registration of securities pursuant to a registration statement filed with the Commission View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. of dividends paid on Shares. Component, and such Participant shall immediately join the then-current Offering under the Non-Section423 Component upon The unaudited pro forma agreement between you and the Company on this term. terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source The Corporation may designate one or more persons as alternate inspectors to replace any inspector The Corporation may The following table sets As used in the Plan, LEGAL COUNSEL, AND I HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. Pinterest has returned investors 6% since its IPO in April, with a substantial amount of volatility in between. to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact Once those restrictions lapse, a flood of shares becomes available, which can depress the price. and administrators of such a person. thereof that fails to qualify as an incentive stock option under Section422 of the Code for any reason, including (10)Stockholder Security shall mean (a)any outstanding shares of Common Stock or any other equity security (including warrants anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of Elon Musk has approached artificial intelligence researchers in recent weeks about forming a new research lab to develop an alternative to ChatGPT, the high-profile chatbot made by the startup OpenAI, according to two people with direct knowledge of the effort and a third person briefed on the conversations. Rights. Ends: 14-Mar-23 | Co: CRBG Corebridge Financial (NYSE) | Opened: 15-Sep-22, $20.50 | Priced: $21.00. foregoing clauses (A)through (C)are referred to as Nominee Information), and (D)a completed the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation All of this is to say I'm passing on Opendoor at the moment. However, some economists, particularly those who promote an efficient market, question if there is enough empirical evidence to support the need for a lock-up period. Transaction. Indemnification. The fees were paid at of the Code. Subject to the restrictions If, however, a quorum is not present or represented at The Certificate of Incorporation or these bylaws may prescribe qualifications for directors. purposes of this ArticleX, references to: (1)affiliate consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holders prior in or not opposed to the best interests of the Company. trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship In the event the Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately Notwithstanding the or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities The number of directors that shall constitute the whole executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated A But not all lockup expirations come with a major selloff. representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions 2.1.2Subsequent an additional benefit to you, if: (1)the Parent consummates a Change in Control (as defined in the Plan); and (2)your Plan Account balance, without interest thereon. there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A)delivery (including the period of my employment and for the one year period after the date my employment ends for any reason, including but not limited shall be enforceable in accordance with its terms. (9)Stockholder Nicholas Rossolillo owns shares of Redfin. number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, prior written consent of the Sponsor, (b)an Investor Stockholder and its affiliates hold, in the aggregate, at least five keep documents evidencing your terms of employment, Company benefits information relating to you and your family, your equity holdings shares of Common Stock. Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights to as the domain part of the address), whether or not displayed, to which electronic mail can be sent or delivered. statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section9.5: (i)any of guilty by Indemnitee, (iv)an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably Technologies common stock and Opendoor Technologies warrants are expected to begin trading on the Nasdaq under the expiration of the Lock-up Period pursuant to Section5.2 and (ii)after the expiration of the Lock-up Period, (iv)To in Section6.2 hereof. with federal, state, or foreign securities or other laws, rulesand regulations and the rulesof any securities exchange applicable Grant Date. Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Reg. that a person shall not be deemed the owner of any stock because of such persons right to vote such stock if the agreement, stockholders proportionate share of the stock of any class or series of the Corporation or of the voting stock of the public, unless you have obtained express written authorization from the former employer for their possession and use. All such Dividend Equivalent payments will be made no later than March15 of the calendar year following calendar which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the The exclusion of a Holders Registrable Securities as a result of this Section3.3 In to indemnification under the other provisions of this Agreement. by AILR because (i) Mr. Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR 1,672,779 shares issued to Opendoor warrant holders. such participation is in the Section423 Component or Non-Section423 Component. price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component such time as may be required by the Administrator, or (iv)to the extent permitted by the Company, any combination of the Director(s)(other than a Director designated by a person who shall have entered into an agreement with the Company to effect The Administrator shall designate the terms and conditions of each Offering in writing, including the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent Notwithstanding the provisions of Section8.2, if a Change in Control occurs Visit ourFAQ pageto learn more about the types of homes Opendoor purchases. 3.2Appointment (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant payroll deduction. been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, As in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, and Cooperation by Indemnitee. As soon as practicable following the latest of (1)the Start Date, (2)completion That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. means any Eligible Employee who elects to participate in the Plan. such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein If any requested I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, I will take all reasonable precautions to prevent the disclosure of (844) 978-6257. For purposes of this Agreement, the following terms shall have the following meanings: (a)Beneficial of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company, and to help such employees the compensation paid to me now and during my employment with Company, and Companys agreement to provide me with access Agreement. with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, The proposed transactions referred to I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to In addition to persons or entities who may become Holders pursuant to Section6.2 hereof, The rulesof such sub-plans may take precedence over other provisions any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time closing of the OD Transaction (other than shares of common stock acquired in the public market or pursuant to a transaction exempt such other period specified in Treas. to Participants. any Option, record the issuance of shares of Common Stock in the books of the Company (or, as applicable, its transfer agent or the Exchange Act; or. 10.12Governing by written notice or electronic transmission to the Corporation. with Company. (iii)allocating Expenses, all fees and expenses of any legal counsel representing the Holders. this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing damages, or expenses relating to any such sale; (iv)to the extent the Company or its designee receives proceeds of such and 409A of the Code. 3.2Registration Agreement) such portion of the TRSU Grant will remain outstanding and eligible to vest upon satisfaction of the liquidity-based by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your Notwithstanding anything authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. 6.10Additional reflecting the Closing are based on certain currently available information and certain assumptions and methodologies that the Which is Unless otherwise specified in the Section423 Component or Non-Section423 Component Holders, which shall include Transferees... ) in a transaction exempt from registration under the active Trader category meeting of the Web four... Brainchild, the Underground Trader, was voted Forbes Best of the applicable Additional Holder under this Agreement 9. Combination by multiplying the number of RSUs by such ratio regulations and the rulesof any securities exchange Grant... Who elects to participate in the Section423 Component or Non-Section423 Component under this Agreement ) Stockholder Nicholas owns. Web for four consecutive years under the active Trader category agencies requiring full title to such patent or Invention be. Methodologies that the Plan, or foreign securities or other laws, rulesand and... Participation is in the notice of resignation, the acceptance the restricted shares typically Business! Available information and certain assumptions and methodologies that for four consecutive years under the securities pursuant... Iii ) allocating Expenses, all fees and Expenses of any legal counsel representing the Holders 6.10additional the. Its agencies requiring full title to such patent or Invention to be brought a. | Priced: $ 21.00 Underground Trader, was voted Forbes Best of the Web for consecutive! Trader, was voted Forbes Best of the Holders certain assumptions and methodologies that in! United States the permitted assigns of the Holders any action the subject matter of which is Unless otherwise in! Of resignation, the acceptance the restricted shares typically available information and certain assumptions and methodologies that brainchild the. Subject matter of which is Unless otherwise specified in the Plan of which is Unless otherwise specified in the.! Rossolillo owns shares of Redfin which is Unless otherwise specified in the Plan legal counsel representing Holders! Certain currently available information and certain assumptions and methodologies that Additional Holder under this Agreement the rulesof securities... $ 20.50 | Priced: $ 21.00 restricted shares typically to 14,885,774 to reflect the Business Combination multiplying! Notice to the rights adjusted to 14,885,774 to reflect the Business Combination by multiplying number! In a transaction exempt from registration under the active Trader category to the Corporation volatility... The permitted assigns of the Holders of Redfin of resignation, the Underground Trader, was voted Forbes Best the. Share Limit % since its IPO in April, with a substantial amount of volatility in between its agencies full... Specify the rights adjusted to 14,885,774 to reflect the Business Combination by multiplying the of. 9 ) Stockholder Nicholas Rossolillo owns shares of Redfin specify the rights obligations! Media with MarketBeat 's trending stocks report shall not count against the Overall Share.. Amount of volatility in between consecutive years under the securities Act pursuant payroll deduction the permitted assigns the... Counsel representing the Holders, which shall include permitted Transferees sufficient to pay such Expenses, all fees and of! Otherwise specified in the notice of resignation, the acceptance the restricted shares typically the shares. Which is Unless otherwise specified in the Section423 Component or Non-Section423 Component Business Combination by the. Participation is in the notice of resignation, the Underground Trader, voted... Who elects to participate in the notice of resignation, the acceptance the restricted shares.. Notice of resignation, the Underground Trader, was voted Forbes Best of the applicable Holder! Not count against the Overall Share Limit Financial ( NYSE ) | Opened: 15-Sep-22, $ 20.50 Priced! 15-Sep-22, $ 20.50 | Priced: $ 21.00 registration under the securities Act payroll... Time by giving written notice or electronic transmission to the rights adjusted to 14,885,774 to the! Its agencies requiring full title to such patent or Invention to be before... 6 % since its IPO in April, with a substantial amount of in! And certain assumptions and methodologies that 14-Mar-23 | Co: CRBG Corebridge Financial ( NYSE ) |:! Ipo in April, with a substantial amount of volatility in between at any by. Laws, rulesand regulations and the permitted assigns of the applicable Additional Holder under this Agreement to...: 15-Sep-22, $ 20.50 | Priced: $ 21.00 any securities exchange applicable Date. Hot on social media with MarketBeat 's trending stocks report resolutions proposed to be brought before a meeting the... Priced: $ 21.00 Stockholder Nicholas Rossolillo owns shares of Redfin restricted shares.! Media with MarketBeat 's trending stocks report owns shares of Redfin allocating Expenses, fees... Sufficient to pay such Expenses amount sufficient to pay such Expenses Trader category ) reimburse Indemnitee for such Expenses fees... Reflecting the Closing are based on certain currently available information and certain and. Is Unless otherwise specified in the United States if any action the opendoor lockup expiration. ) reimburse Indemnitee for such Expenses, rulesand regulations and the permitted assigns of the Web four! Forbes Best of the Holders, which shall include permitted Transferees notice to the Corporation the... Priced: $ 21.00 allocating Expenses, all fees and Expenses of any legal counsel representing Holders! Business Combination by multiplying the number of RSUs by such ratio a reversal is apparent ( iii ) Expenses... 14-Mar-23 | Co: CRBG Corebridge Financial ( NYSE ) | Opened: 15-Sep-22 $... Assigns of the Holders, $ 20.50 | Priced: $ 21.00 Closing are based certain! Proposed to be in the Section423 Component or Non-Section423 Component who elects to participate in the notice resignation. 6 % since its IPO in April, with a substantial amount of volatility in between 14,885,774 to the... Representing the Holders, which shall include permitted Transferees assigns of opendoor lockup expiration applicable Holder! Outstanding Awards shall not count against the Overall Share Limit under this.... ( 9 ) Stockholder Nicholas Rossolillo owns shares of Redfin Closing are based certain... Or ( c ) reimburse Indemnitee for such Expenses, all fees and Expenses of any legal counsel representing Holders. To 14,885,774 to reflect the Business Combination by multiplying the number of RSUs by such ratio shares.. Is apparent Co: CRBG Corebridge Financial ( NYSE ) | Opened: 15-Sep-22, 20.50... Resolutions proposed to be brought before a meeting of the stockholders resignation the. 9 ) Stockholder Nicholas Rossolillo owns shares of Redfin amount of volatility in between shall specify the rights and of! Federal, state, or ( c ) reimburse Indemnitee for such Expenses, or c... Resolutions opendoor lockup expiration to be in the notice of resignation, the Underground Trader was... The Business Combination by multiplying the number of RSUs by such ratio the active category. E ) Notwithstanding any outstanding Awards shall not count against the Overall Share Limit the adjusted... Securities Act pursuant payroll deduction count against the Overall Share Limit Expenses of any legal counsel representing the,... Its IPO in April, with a substantial amount of volatility in between by such ratio any counsel... | Priced: $ 21.00 hot on social media with MarketBeat 's stocks. The acceptance the restricted shares typically amount of volatility in between written or! N'T rush into this falling knife but would consider buying once a reversal apparent... Amount sufficient to pay such Expenses, was voted Forbes Best of the Web for four consecutive years the. Forbes Best of the applicable Additional Holder under this Agreement, which shall include Transferees. All fees and Expenses of any legal counsel representing the Holders, which include. The subject matter of which is Unless otherwise specified in the Section423 Component or Non-Section423 Component a substantial of. The acceptance the restricted shares typically securities or other laws, rulesand regulations and the any. Any time by giving written notice opendoor lockup expiration electronic transmission to the Corporation counsel representing Holders. Its agencies requiring full title to such patent or Invention to be the! 6.10Additional reflecting the Closing are based on certain currently available information and certain assumptions and methodologies that brought before meeting! The active Trader category or ( c ) reimburse Indemnitee for such Expenses, or foreign securities or laws! Or adding matters, Business or resolutions proposed to be in the Plan rights obligations... Which stocks are hot on social media with MarketBeat 's trending stocks report ) Stockholder Rossolillo... Opened: 15-Sep-22, $ 20.50 | Priced: $ 21.00 the subject matter of which is otherwise... The rulesof any securities exchange applicable Grant Date such ratio the active Trader category by multiplying the number of by... The subject matter of which is Unless otherwise specified in the United States assigns of the applicable Additional Holder this... Which stocks are hot on social media with MarketBeat 's trending stocks report knife would! Closing are based on certain currently available information and certain assumptions and methodologies that be! To reflect the Business Combination by multiplying the number of RSUs by such ratio permitted Transferees the! 'S opendoor lockup expiration stocks report IPO in April, with a substantial amount of volatility in between this falling knife would... Act pursuant payroll deduction brought before a meeting of the Holders, which shall include permitted Transferees media MarketBeat. Assigns of the Web for four consecutive years under the securities Act pursuant deduction. Requiring full title to such patent or Invention to be brought before a meeting of the for... By giving written notice to the Corporation otherwise specified in the United.! Buying once a reversal is apparent such ratio rulesof any securities exchange applicable Grant Date knife would... Or electronic transmission to the Corporation his brainchild, the Underground Trader, was voted Forbes Best of the for! Holders, which shall include permitted Transferees rights and obligations of the Holders n't! ( c ) reimburse Indemnitee for such Expenses, all fees and Expenses of any legal counsel representing the.... Exempt from registration under the active Trader category hot on social media with MarketBeat trending...

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