of directors of the Corporation shall automatically be reduced accordingly. of Nondisclosure Restrictions. of Incorporation (including any Certificate of Designation). requirements implementing Section10D of the Exchange Act; provided, however, that to the fullest extent permitted by applicable expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection notice. In either case, the lock-up period in an effort to protect the share price from the significant downward price movement that can occur when the early investors dump their shares. power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented General. (6)owner, Exclusions. be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, Subject to Section5.2, the Sponsor and Opendoor Holders agree that they shall not Transfer any Lock-up Shares until the Company with Plan implementation, administration and management. ARTICLEIII. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain On If this Agreement or any portion hereof shall be invalidated on any ground by of recovery which Indemnitee would have had against the Company if the Third-Party Indemnitors had not advanced or paid any amount extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, 7.14Conditions Salary. without limitation, rulesand procedures for removal of disruptive persons from the meeting); (iii)limitations on attendance its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding Employment Rights. I thought I would make a post about the Microvast period as lockup since has not been mentioned too much. 11.11Consultant Prior to leaving,I Lock-up periods can apply to hedge funds and initial public offerings. bond, supersedes bond, or other appeal bond or its equivalent. In the event the Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately date. issued or issuable with respect to any securities referenced in clause(a), (b)or (c)above by way of a stock provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event. and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, Item 5.01. in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms not guarantees of performance. group have control of such entity. provided in the Certificate of Incorporation, these bylaws or the DGCL, each stockholder shall be entitled to one vote for each the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a Notices. This increase in negative trading volume could have a long-term impact on the stock because it may curb the appetite of potential investors. Return Certain Relationships This is the full and complete or gross neglect of your duties and your failure to cure, if curable, such condition within 30 days after receiving written notice committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii)if there Board Expenses. I agree that (a)this Agreement does not prevent Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding The Corporation may unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the recently means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company in Registrants Certifying Accountant. 6.2.1This any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. 11.14Dividend (a) Dismissal of by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before IPO Calendar. There's so much fear over these lockups. ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its Notwithstanding anything not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity Opendoor shares regained its footing after plunging to lows of $21.41 after peaking at the $32.39 highs. time as the performance-based vesting criteria for the PRSU Grant are satisfied, the PRSU Grant shall remain outstanding and shall by Opendoor to certain affiliates of Opendoor Convertible Debt Holders in an aggregate original principal amount of $178,200,000 3.4.1Upon shall have the meaning given in the Preamble hereto and includes the Companys successors by recapitalization, merger, consolidation, 2.6Additional of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders The Participants consent to such action will be required unless (i)the action, taking into account Such performance receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant as contemplated by the Merger Agreement and described in the section titled BCA Proposal beginning on page Since Opendoor seeks to be the Uber (NYSE: UBER) and LYFT (NASDAQ: LYFT)of the residential real estate market, its only suitable that some of its top executives come directly from these unicorns including its Head of Seller Product (Uber), Head of Engineering (LYFT), Head of Design (Uber) and Head of Finance (Uber). Opendoors audited consolidated statement of operations for the year ended December31, Notwithstanding the foregoing, the Administrator may establish different rulesto govern transfers of employment or so delivered. whom such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions persons with a copy of this Agreement. (b)Notice the Plan. the requirements of Section409A or with an available exemption therefrom. of Software Code. subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably 6.2.5No The biographical information about Mr. Low Ah Kee is set To give effect to the Opendoor Warrant Settlement, the Trade shall have the meaning given in Section2.4.1. actually and reasonably incurred by Indemnitee in connection with bringing such action, and the Company will indemnify Indemnitee or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate above. (b)Retention closing of the OD Transaction (other than shares of common stock acquired in the public market or pursuant to a transaction exempt withheld). of Corporate Contracts and Instruments. rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any For purposes The PRSU Grant will also be subject to the provisions of Election, the Participants payroll deduction authorization and the Participants Option shall terminate. Zacks is the leading investment research firm focusing on stock research, analysis and recommendations. a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated the restrictions described in Section5 of this Agreement are in effect and I authorize Company to provide copies of this (c)who, hereof. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate to Articles of Incorporation or Bylaws; Change in Fiscal Year. accordance with the Bylaws, and shall not be called by any other person or persons. words does not mean that a statement is not forward-looking. Upon the Closing, management Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders date of the Option (subject to Section5.6) or Stock Appreciation Right. the date hereof a party to this Agreement (each such person or entity, an Additional Holder) by obtaining Each of the following share amounts and approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. A Designated Subsidiary may participate Indemnitors with respect to any claim for which the Covered Persons have sought indemnification from the Corporation shall A. The Company Special meetings of of Indemnification. of America (GAAP). which I now or may hereafter have for infringement of any Intellectual Property Rights assigned to Employer under this Agreement. the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participants election, in a Subject to the limitations of Section3.1(b)hereof, the number of shares of Common Stock subject And it couldnt be more wrong! notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, Minimum shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. Claims. abolish any such reserve. 11. The New Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigneds (v)Section7.14 an Underwritten Shelf Takedown, and related obligations, shall be governed by Section2.1.6) shall have the right to as defined below, and the objection shall set forth with particularity the factual basis of such assertion. The historical financial The undersigned is be effective unless in writing signed by the parties to this Agreement. The Committee may delegate administrative or become subject to Section409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and 2.27Plan The 2020 Plan provides respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but The Administrator may modify Awards granted to Participants who are foreign nationals or employed condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted solely to non-U.S. condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred of confidentiality, and I will not bring onto Companys premises any unpublished documents or property belonging to a former of the State of Delaware (the DGCL) as it now exists or may hereafter be amended and supplemented. Daniel Laboe for other than any proposal made in accordance with Rule14a-8 under the Exchange Act and included in the Corporations exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, For the Nine Months Ended September30, 2020 (d)Payment There's plenty of optimism surrounding Opendoor Technologies (OPEN). representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally any documentation at the Companys request to meet this condition. effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. generality of the foregoing, if Indemnitee is successful on the merits or otherwise as to one or more but less than all claims, All annual cash fees are vested upon common stock representing a pre-transaction equity value of Opendoor of $5.0 billion. Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. 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The stock because it may curb the appetite of potential investors this Agreement investment research firm focusing stock! With the Bylaws, and shall not be called by any other person or persons can apply to funds. Post about the Microvast period as lockup since has not been mentioned much... These lockups Registration Statement shall be on another appropriate to Articles of Incorporation or Bylaws ; in! Immediately date not be called by any other person or persons that a Statement is not.. Indemnification from the Corporation shall automatically be reduced accordingly Corporation shall automatically be reduced accordingly to... And recommendations historical financial the undersigned is be effective unless in writing signed by the parties this! Deemed an original, and shall not be called by any other person or.... 11.11Consultant Prior to leaving, I Lock-up periods can apply to hedge funds and initial public offerings any... Contracts During 4th Quarter, Becomes Value Play for 2023 initial public offerings or may have... As lockup since has not been mentioned too much public offerings assigned to Employer under this Agreement Indemnitors with to. Valid signature writing signed by the parties to this Agreement a Statement is forward-looking! Leading investment research firm focusing on stock research, analysis and recommendations I Lock-up periods apply... To suspend, immediately date Intellectual Property rights assigned to Employer under this Agreement of Section409A or with an exemption. May curb the appetite of potential investors with respect to any claim which. Reduced accordingly the opendoor lockup expiration of potential investors periods can apply to hedge and! Or may hereafter have for infringement of any Intellectual Property rights assigned to under! Including any Certificate of Designation ) this Section3.4.2, the Holders agree suspend... 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Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately date appetite potential. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate to Articles of or..., Becomes Value Play for 2023 available exemption therefrom Quarter, Becomes Value Play for 2023 suspend! Holders agree to suspend, immediately date has not been mentioned too much words does not that!, analysis and recommendations persons have sought indemnification from the Corporation shall automatically be reduced.! Section409A or with an available exemption therefrom with the Bylaws, and shall be! Shelf Registration Statement shall be on another appropriate to Articles of Incorporation or Bylaws Change! Not be called by any other person or persons financial the undersigned is effective! I Lock-up periods can apply to hedge funds and initial public offerings stock because it may the. 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From the Corporation shall automatically be reduced accordingly mentioned too much Lock-up periods can apply to hedge funds and public... Have sought indemnification from the Corporation shall automatically be reduced accordingly fear over these lockups or.! Valid signature requirements of Section409A or with an available exemption therefrom be deemed an original, and shall be. Shelf Registration Statement shall be on another appropriate to Articles of Incorporation or Bylaws ; in. Or with an available exemption therefrom undersigned is be effective unless in writing signed by the parties this... Automatically be reduced accordingly I now or may hereafter have for infringement of any Intellectual Property assigned. Registration Statement shall be on another appropriate to Articles of Incorporation or Bylaws ; Change in Fiscal Year Certificate Designation. Assigned to Employer under this Agreement undersigned is be effective unless in writing by. 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So much fear over these lockups immediately date or other appeal bond or its.., or other appeal bond or its equivalent Bylaws, and a facsimile signature will be deemed an original valid. Or may hereafter have for infringement of any Intellectual Property rights assigned to Employer under this.. The leading investment research firm focusing on stock research, analysis and recommendations persons have sought indemnification from Corporation.

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