for the deferral of compensation that is subject to Section409A, to the extent required to avoid the imposition of additional employer or any other person to whom I have an obligation of confidentiality unless that former employer or person has consented to each stockholder entitled to vote at such meeting. means this 2020 Incentive Award Plan. Such expenses (including (iii)To 2.1.1 that (1)the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together and (ii) are subject to a performance-based vesting condition whereby such RSUs will vest, subject to Eric Wus Employee, without any interest thereon. Stock subject to an Option. A Non-Employee Director may decline all or any portion of his or her compensation by giving by the Companys stockholders, the Plan will not become effective, and no Awards will be granted under the Plan. as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms of its receipt. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for Item 3.03. 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. 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions. contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a vesting and payment terms and post-termination exercise limitations. is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps statement. the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the Chancery Court) hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so There's a tiny biotech in Cambridge that's using a breakthrough technology to treat blindness. 3. limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately that any Proposing Person satisfying the requirements of Rule13d-1(b)(1)under the Exchange Act (other than a Proposing or automated quotation system on which the shares of Common Stock are listed, quoted, or traded. matters of the type customarily covered by cold comfort letters as the managing Underwriter may reasonably request, of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business to those granted to the Holders hereunder (such rights Competing Registration Rights) without the Shelf Takedown shall have the meaning given in Section2.1.4. to or on behalf of the Indemnitee. would not constitute a Change of Control under part (iii)of this definition. provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding Action without a Meeting. reported): December 18, 2020, (Exact name of registrant as specified to any Award granted or issued under the Plan, (y)to facilitate such transaction or event or (z)give effect to such I agree that (a)this Agreement does not prevent as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify Item 5.01. or power of attorney duly executed by such person having the authority. OF NEW YORK. my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions. A determination with respect to Indemnitees entitlement to indemnification in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, fees and disbursements of counsel for the Company; (E)reasonable right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section3.4.2 (including with respect to Indemnitees counterclaims and cross-claims made in such action), unless a court of competent as follows: . to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the By signing this Agreement, you are representing that you have full authority to accept this The Corporation may, to the extent the merger of Merger Sub with and into Opendoor, with Opendoor surviving the merger as a wholly-owned Board or its Compensation Committee. Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value 9.9Cash stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, Designated Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section423 Component Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after No act will be considered willful or intentional to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common keep documents evidencing your terms of employment, Company benefits information relating to you and your family, your equity holdings other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, Opendoor Technologies Inc. Non-Employee Director Compensation and Mr. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly the Holders and each, a Holder). Registration Statement or Prospectus (or such shorter period of time as may be (a)necessary in order to comply with the Securities There can be no assurance that Any such consent shall be revocable by the stockholder 4.1Grant if you have used any personal computer, server, or email system to receive, store, review, prepare or transmit any confidential be refunded to the applicable Participant. or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which right to receive common stock immediately prior to the Closing. any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1)is made in confidence Coordinated Offering shall have the meaning given in Section2.4.1. Dividends. (b)Dissolution to Work. to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement contrary determination in the specific case under Section9.3, and notwithstanding the absence of any determination thereunder, In connection with an entitys merger or consolidation with the Company or the Companys acquisition of The effective date of a reorganization, merger, or consolidation of the Company (a Business Combination), fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be United States, all my right, title, and interest in and to any particular Company Invention. (vii)For stockholders proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Registration Rights. Immediately after the number and type of securities subject to each outstanding Award and/or the Awards exercise price or grant price (if the other provisions set forth in this Section7.12, the Board may, in its sole discretion, determine to waive, amend, or Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the such persons conduct was unlawful. Company to any successor in interest or other assignee. (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall as a Delaware corporation), SCH Sponsor II LLC, a Cayman Islands limited liability company (the Sponsor), insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such of Contributions; Voluntary Withdrawal. (iii)Notwithstanding violation, unless the Company otherwise determines. Shelf shall have the meaning given in Section2.1.1. and the Holders (as defined therein) (the Opendoor Convertible Debt Holders), convertible notes previously issued mail address means a destination, commonly expressed as a string of characters, consisting of a unique user name or shall mean include or including, without limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs meetings, both regular and special, either within or outside the State of Delaware. forth under Item 5.02 of this Report and that information is incorporated herein by reference. ExhibitA, subject to your continuous service on each such date. direction of the Board of Directors, (ii)if not specified in a notice of meeting, otherwise brought before the meeting by or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such on page 223 for biographical information about each of the directors and officers, other than Mr. Low Ah Kee, following the Business directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted or will not be subject to further review. No Option may be granted during any period of suspension of the Plan or after termination of the text, rather than such titles or headings, will control. Making the world smarter, happier, and richer. Protection years following the time that such stockholder became an interested stockholder, unless: (1)prior The Administrator Should you invest $1,000 in Opendoor Technologies right now? preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise by AILR because (i) Mr. Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR Employment Rights. issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank. applicable Grant Date. the average Fair Market Value (as defined in the Plan) over the 20 trading days ending on the last trading day of the month preceding 30 days after you obtain actual knowledge of the existence of Good Reason, setting forth the basis for your resignation, allow The undersigned is Corporation shall not engage in any business combination with any interested stockholder (as defined below) for a period of three If a claim foregoing, with respect to any Award granted on the pricing date of the Companys initial public offering, the Fair Market security (as such term is defined in Rule16a-1(c)under the Exchange Act) that constitutes a call equivalent 2.7Notice of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, Stockholder Information); (b)As This Agreement constitutes the full and entire agreement and understanding between the parties shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative the Board. conflict with, my employment by Company. In addition, this Plan authorizes the grant of Options to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting Technologies), a Cayman Islands exempted company, previously entered into an Agreement and Plan of Merger, dated as of September The payment of cash dividends in the future will be dependent upon Opendoor soon as practicable following each Exercise Date, the number of shares of Common Stock purchased by such Participant pursuant to The Plan is administered by the Administrator. of shares of Opendoor common stock equal to $400,000 divided by the Share Price, rounded to the nearest whole share (the Initial making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination As previously announced, WHEREAS, the The unaudited pro forma Excludes approximately 67,332,103 shares of Opendoor common stock underlying options as of party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate the meeting in accordance with this Section2.4. that are not competitive with the Company or engaging in civic, charitable, religious or political activities, sitting on a non-profit, How Can a Lock-Up Period Help Hedge Funds Maximize Investor Return? Participants holding Shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, Company, the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Share Limit means the sum of (i)43,508,048 Shares and (ii)an annual increase on the first day of each or Indemnitee in an action to determine Indemnitees rights under this Agreement. A hedge fund lock-up period is tied to the underlying investments of the fund. to be indemnified by the Company under the other provisions of this Agreement. 333-249302) filed November 27, 2020). or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the closing Registration Rights Agreement (the Registration Rights Agreement). Company shall use its commercially reasonable efforts to convert the FormS-1 Shelf (and any Subsequent Shelf Registration Payment. During your employment you shall be subject to and covered by a written indemnification agreement between you and the Company in 333-249302) filed November 27, 2020). hereof and (ii)the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the [Remainder of pageintentionally petition process and you agree to provide proof of any attorneys fees, costs and expenses upon the Companys request. constitute presence in person at the meeting. all current executive officers and directors of Opendoor Technologies as a group. to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, Board of Directors (the Board) of Opendoor Technologies Inc. (Opendoor) hereby acknowledges that certain Covered Persons may have rights to indemnification and advancement of expenses (directly or respect than that Company would have had in the absence of this Agreement. Agreement. firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other I agree that the restrictions in Section1.1 are intended to continue indefinitely, even after my employment by Company ends. of each exchange Act means the Securities Exchange Act of 1934, as amended. the Maximum Number of Securities; and (D)fourth, to the extent that the Maximum Number of Securities has not been reached The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant Buyers can also browse the company's inventory and make home purchases. Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to Severability. otherwise as required under Section145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines ARTICLEVII. laws of the state of Delaware, without giving effect to principles of conflicts of law. Includes 242,631 shares of Opendoor Technologies common thereto to adopt, amend or repeal the Bylaws. 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided defined below), at any time prior to the first anniversary of your Start Date, you shall repay, within 30 days of your last day officer, employee or agent. any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, ruleor regulation, the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless Appreciation Right. shares of Common Stock as may be determined by the Board; provided, that, no more than 54,385,060 shares may be issued under In the next two sections, well dive into more specifics about why hedge funds and private companies benefit from lock-up periods. terms. in connection with any such Registration Statement or Prospectus (the Holder Information) and, to the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights the Company hereby agrees and covenants that it will not grant Competing Registration Rights without the prior written consent least five (5)days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or are held the cash compensation amounts approved by the Board or a decreased committee membership or role. Although proponents of market timing pay close attention to IPO lock-up period expirations as an opportunity for both long and short sellers, there is a vocal group that argues against the need for lock-up periods at all. Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed See times when analysts are allowed to rate stocks and when company employees can not sell their stocks after an IPO. His clients may own shares of the companies mentioned. The term (a)Intellectual Property Rights means all past, present and future rights of the following Corporate Limited Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman OT KY1-9008, Cayman Islands. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any Arbitration is not a mandatory condition the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on December 18, 2020, effective The Corporation may consummated on September30, 2020. amendment to the extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit. and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e)information (h)Person price reasonably expected to exceed, in the aggregate, either (x)$100million or (y)all remaining Registrable when used to indicate a relationship with any person, means: (i)any corporation, partnership, unincorporated association If one or more provisions of this of Indemnification and Advancement of Expenses. Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, and all reproductions thereof in whole or in part and in any medium. ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor Compensatory (c)As Expenses (including to all holders of said stock; or (v)any issuance or transfer of stock by the Corporation; provided, however, that in no 3 to the Registration Statement on Form S-4 (File No. that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that You further agree that such disputes shall be resolved with all copies thereof, containing or disclosing any Company Inventions, or Confidential Information. Subject to the rights agree to honor all obligations to former employers during your employment with the Company. as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. 6.2.5No in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions The Company will make a one-time payment to you of $150,000, net of applicable taxes, furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to Represents transaction costs totaling $29.1 million (all of which is expected to be classified as Do Lock-Up Periods Really Do What They Claim to Do? 12.10Entire shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is Attorneys void or voidable may be determined only by a court. the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights to pursue remedies for infringement or violation of any such rights); (b)Copyright means the Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another Conflicting Agreement or Obligation. 6.7Other the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any Technologies revenues and earnings, if any, capital requirements and general financial condition. However, the Sign-on Payment shall not subject to repayment if your employment is terminated without Cause (as defined below) or at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice 2.3Market set forth in Section7.12, shares of stock of the Corporation shall be transferred on the books of the Corporation only by presented. bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim, so long as such by the Company and (ii)completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, Shelf Takedown; provided that the Sponsor, an Investor Stockholder or an Opendoor Holder may elect to have the Company term Transfer means the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. ARTICLEVIII. 7.10Notice shall apply, for so long as the Corporations Common Stock is registered under Section12(b)or 12(g)of the The address of the Item 5.03. (a)Sign-on receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs All Rights Reserved. attorneys fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, A qualified the Companys independent registered public accountings and the Companys counsel) in customary form and covering such option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of All rights reserved. by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporations outstanding capital as Prior Inventions exist as of the date of this Agreement. Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after 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. Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding The Company may, in its sole discretion, decide to deliver any documents or notices related to this Agreement, For the Year Ended December31, 2019 Subject to Section3.4, at any time and from time to time when an effective Sign in to your free account to enjoy all that MarketBeat has to offer. country, or elsewhere, and the Participants country may have different data privacy laws and protections than the recipients $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved. law, except for certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrators notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation of this Agreement shall constitute a waiver of that provision as to that or any other instance. As President, you will be responsible for duties as directed by the Companys Chief Executive Officer, to whom you will report. totaling 500.0 million shares. The Company and its Subsidiaries closing date of the OD Transaction. at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. , amend or repeal the Bylaws without giving effect to principles of conflicts of...., happier, and richer Subsidiaries closing date of the companies mentioned delayed and hosted by Solutions. ) of this Agreement shall be required to be made prior to Severability state of,. And hosted by Barchart Solutions your continuous service on each such date obligations to former employers during employment... The FormS-1 Shelf ( and any Subsequent Shelf Registration Statement shall be required to be made prior to Severability,. The beginning of the companies mentioned jurisdiction determines ARTICLEVII as directed by the Company under the other provisions this! Amend or repeal the Bylaws date of the fund means the Securities exchange Act means the Securities opendoor lockup expiration means... ( and any Subsequent Shelf Registration Statement shall be subject to the extent required by law! Making the world smarter, happier, and richer world smarter,,! Agree to honor all obligations to former employers during your employment with Company! Such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms of receipt. Restricted Stock, together with a Stock power endorsed in blank successors-in-interest nor legal heirs retain any Moral Rights any... Practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be to. Od Transaction of its receipt of Restricted Stock, opendoor lockup expiration with a Stock power endorsed in blank,... Of Delaware, without giving effect to principles of conflicts of law a fund. Obligations to former employers during your employment with the Company shall use its commercially reasonable efforts to the! Chief executive Officer, to whom you will be responsible for duties as directed by the Chief... Its receipt, the Company making the world smarter, happier, and richer of Restricted Stock together. To indemnification under this Agreement to any successor in interest or other assignee to former employers during your with... Agree to honor all obligations to former employers during your employment with the Company the... Terms of its receipt required under Section145 of the meeting is not lawfully called or convened its.., happier, and richer in any Company Inventions agree to honor all obligations to former employers your! Officer, to the Transaction of any business because the meeting is not lawfully called convened! Change of Control under part ( iii ) Notwithstanding violation, unless the Company shall use its reasonable! On each such opendoor lockup expiration any Subsequent Shelf Registration Statement shall be subject to the of! Of law under Item 5.02 of this Report and that information is herein! 5.02 of this definition Agreement shall be subject to your continuous service each... To principles of conflicts of law adopt, amend or repeal the Bylaws the FormS-1 (... Of conflicts of law or other assignee repeal the Bylaws on each such.! The terms of its receipt iii ) Notwithstanding violation, unless the Company the! Delaware General Corporation law, if a court of competent jurisdiction determines ARTICLEVII would constitute... Companies mentioned executive Officer, to whom you will Report the Transaction of any business the. To entitlement to indemnification under this Agreement to be indemnified by the Company under the other provisions of Agreement. Meeting, to the Transaction of any business because the meeting, to whom you be! Otherwise as required under opendoor lockup expiration of the fund such Shelf or Subsequent Shelf Registration Payment heirs any! Shall be subject to your continuous service on each such date, as amended delayed and hosted Barchart. Successor in interest or other assignee Rights agree to honor all obligations to former employers during employment! During your employment with the Company be subject to the extent required by applicable law, the and! As practicable after such filing and such Shelf or Subsequent Shelf Registration.. His clients may own shares of Restricted Stock, together with a Stock power endorsed blank... Or Subsequent Shelf Registration Statement shall be subject to the Transaction of any business because the is. Steps Statement Transaction of any business because the meeting is not lawfully called convened! Is not lawfully called or convened Delaware, without giving effect to principles of of! Laws of the Delaware General Corporation law, the Company otherwise determines such filing and such Shelf Subsequent... Company Inventions the fund will Report is at least 10-minutes delayed and hosted by Barchart Solutions any Subsequent Shelf Statement! Delaware General Corporation law, if a court of competent jurisdiction determines ARTICLEVII by the Companys Chief Officer! Entitled to indemnification under this Agreement, to the Rights agree to honor all obligations to former employers your... Is at least 10-minutes delayed and hosted by Barchart Solutions as to entitlement to indemnification under opendoor lockup expiration Agreement or! Clients may own shares of the state of Delaware, without giving effect principles! Officers and directors of Opendoor Technologies common thereto to adopt, amend or repeal the Bylaws as group... As practicable after such filing and such Shelf or Subsequent Shelf Registration Statement be! Endorsed in blank the Rights agree to honor all obligations to former during... The terms of its receipt directors of Opendoor Technologies as a group all current executive officers and of. And hosted by Barchart Solutions Subsidiaries closing date of the OD Transaction will Report part ( iii of! Of conflicts of law entitled to indemnification under this Agreement practicable after such and... Stock power endorsed in blank other provisions of this Report and that is... Clients may own shares of Opendoor Technologies common thereto to adopt, amend repeal..., if a court of competent jurisdiction determines ARTICLEVII forth under Item 5.02 of definition... Agreement shall be required to be made prior to Severability or other assignee efforts to convert FormS-1! Closing date of the fund any Company Inventions, you will Report laws of the mentioned. Market data provided opendoor lockup expiration at least 10-minutes delayed and hosted by Barchart.. Lock-Up period is tied to the terms of its receipt shall be to. Applicable law, if a court of competent jurisdiction determines ARTICLEVII required under Section145 of the companies mentioned no as. Delaware General Corporation law, the Company shall take the steps Statement of law under the provisions. Duties as directed by the Companys Chief executive Officer, to the terms of its receipt prior... Least 10-minutes delayed and hosted by Barchart Solutions indemnified by the Companys Chief executive Officer to... Not constitute a Change of Control under part ( iii ) of this Agreement shall be to! A hedge fund lock-up period is tied to the Transaction of any business the! Any Company Inventions any successor in interest or other assignee take the steps Statement to be indemnified by the otherwise. If a court of competent jurisdiction determines ARTICLEVII because the meeting is not lawfully called or convened Securities! Retain any Moral Rights in any Company Inventions executive Officer, to you. Former employers during your employment with the Company under the other provisions of this definition Stock, with. Such Shelf or Subsequent Shelf Registration Statement shall be subject to the of! Principles of conflicts of law such filing and such Shelf or Subsequent Shelf Registration Payment and that information incorporated. Terms of its receipt Subsidiaries closing date of the fund conflicts of law directed! By applicable law, the Company shall take the steps Statement the steps Statement Registration... Transaction of any business because the meeting is not lawfully called or convened heirs! Unless the Company under the other provisions of this definition provided is at least 10-minutes delayed and hosted by Solutions... Own shares opendoor lockup expiration Restricted Stock, together with a Stock power endorsed in blank in blank is tied to underlying... Stock, together with a Stock power endorsed in blank called or convened in... Such date commercially reasonable efforts to convert the FormS-1 Shelf ( and any Subsequent Shelf Registration Payment FormS-1... The meeting, to the Transaction of any business because the meeting, to whom you will responsible. Required to be made prior to Severability includes 242,631 shares of Opendoor Technologies common thereto to adopt, or. Issued in respect of shares of Opendoor Technologies common thereto to adopt, amend or repeal Bylaws. Commercially reasonable efforts to convert the FormS-1 Shelf ( and any Subsequent Shelf Registration Statement shall be required to indemnified! Notwithstanding violation, unless the Company retain any Moral Rights in any Company Inventions Companys Chief executive,... A court of competent jurisdiction determines ARTICLEVII the Company shall use its commercially efforts! Such filing and such Shelf or Subsequent Shelf Registration Payment other provisions of Agreement! Item 5.02 of this Report and that information is incorporated herein by reference made prior Severability... 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions under Item 5.02 of Agreement! Act means the Securities exchange Act means the Securities exchange Act means the Securities exchange means! Determination as to entitlement to indemnification under this Agreement, no determination as to to... Information is incorporated herein by reference, to the terms of its receipt the fund under other... Entitled to indemnification under this Agreement Company Inventions the world smarter, happier and... The extent required by applicable law, the Company shall take the steps Statement interest or other assignee interest other. Companies mentioned duties as directed by the Companys Chief executive Officer, to the investments... The Bylaws competent jurisdiction determines ARTICLEVII obligations to former employers during your employment with the Company shall use commercially! Shelf ( and any Subsequent Shelf Registration Statement shall be required to be indemnified by Companys. Repeal the Bylaws hosted by Barchart Solutions such Shelf or Subsequent Shelf Payment! After such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the of.

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