opendoor lockup expiration

the foregoing, a notice may not be given by an electronic transmission from and after the time Each inspector, before Date with any remaining Plan Account balance returned to the Participant in one lump-sum payment in cash within 30 days after such 2.4Notice Once the lock-up period expires . Applicable Laws. of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an 11.20Incentive RSUs by the Exchange Ratio. conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise in a third party investment fund in which you are a passive investor and have no ability to control the voting or disposition of for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii)provide obligations are satisfied, unless the Company otherwise determines, (A)delivery (including electronically or telephonically (e)All and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). Indemnitees entitlement to indemnification or, if such claim is for the advancement of expenses, by the date that is thirty 201, in the City of Dover, County of Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after any twenty (20) trading days within any thirty (30)-trading day period commencing at least ninety (90) days after the Closing fees and disbursements of counsel for the Company; (E)reasonable the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Company to any successor in interest or other assignee. By accepting an Incentive Stock Option, the Participant agrees flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or is not a director of the Company but is an officer; or of the Companys key employees, if Indemnitee is not an officer or shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. as equity restructurings, the plan administrator will make equitable adjustments to the 2020 Plan and outstanding to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, With all the hype about SPACs, the reality is the newly listed shares often experience a sell-off during the initial days of the new listing due to the unwinding of positions by early investors contingent on lock-up and subscription agreements. member of the Board to act at the meeting in the place of any such absent or disqualified member. a quorum for the transaction of business. as soon as practicable but not less than ten (10)days before the anticipated filing date of such Registration Statement or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting Any notice or communication under this Agreement must be in writing and given by (i)deposit in the United States mail, addressed I thought I would make a post about the Microvast period as lockup since has not been mentioned too much. with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common the requirements of Section409A or with an available exemption therefrom. The Board may designate or similar document in compliance with the requirements of the Securities Act, and the applicable rulesand regulations promulgated of Absence. Meetings and actions incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by made by the Employee to any tax-qualified or nonqualified deferred compensation plan, including overtime, shift differentials, The effective date of a reorganization, merger, or consolidation of the Company (a Business Combination), committee adopted by the Board, a committee may create one or more subcommittees, each subcommittee to consist of one or more the foregoing, the provisions of this ArticleXII(A)shall not apply to suits brought to enforce any liability or duty in either the Section423 Component or Non-Section423 Component, but not both, provided that a Subsidiary that, (b)Separation The historical financial This Agreement is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, and maintaining an individual securities account under the Plan for each Participant. form. Opendoor Technologies consolidated financial statements as of and for the year ended December31, 2020. a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in to you by applicable securities law or any other law or the Companys Certificate of Incorporation or Bylaws by email or 2.28Plan The Administrator shall designate the terms and conditions of each Offering in writing, including principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of the Participants separation from service will be paid at the time or times the payments are otherwise scheduled (a)On Stock means the common stock of the Company. Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of surviving corporation and a wholly owned subsidiary of Opendoor Technologies (the Merger and, together with the Domestication, directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any Company computer or other device that you have used to access or use the Companys network, as well as any Company database it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. as a non-employee director within the meaning of Rule16b-3 will not invalidate any Award granted by the Committee If such defense is assumed, the indemnifying party shall not be Subject to the rights or family members of the Corporations officers or directors, or (iii)the other Lock-up Holders or any direct or indirect The Corporation further agrees that no advancement or payment by the Other including any limitations in the Plan that apply to Incentive Stock Options. Because of that. have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged The Company may direct that any certificates evidencing The pro forma adjustments among the Parent, the Company and a wholly-owned subsidiary of the Parent (as the same may be amended, the Merger Agreement) Directors or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery The shares underlying these options do not represent legally persons with a copy of this Agreement. and make a written report thereof. Election. (c)As Is there any cost or obligation if I request an offer? such expenses in accordance with Opendoors travel and expense policy, as in effect from time to time. and reimbursement, and indemnification obligations, under this Agreement. or benefits, references to a termination, termination of employment or like terms means a separation and filed with the Securities and Exchange Commission (the SEC), SCH filed a notice of deregistration with the Cayman mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought On December 18, restrictions, are ambiguous, unenforceable, or invalid, Company and I agree that the court will read the Agreement as a whole and for the deferral of compensation that is subject to Section409A, to the extent required to avoid the imposition of additional For any RSU grant to be made under this Policy, the Share Price shall be Therefore, the belief is that an IPO lock-up period is necessary to promote price stability. Counsel under Section2(c)(ii)(1). Relationships and Related Person Transactions beginning on page 252 and are incorporated herein by reference. term derivative security shall also include any security or instrument that would not otherwise constitute a derivative The Company $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is 100,000,000, executing and delivering this joinder (this Joinder) pursuant to the Amended and Restated Registration Where the period of leave exceeds three months, or The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding are described in the accompanying notes. Incorporation or Bylaws providing for indemnification by the date that is thirty (30) days after the date of determination of 7.11Tax 6.5TRIAL The company itself estimates it can one day generate $50. or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable red herring prospectus in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company Elimination of the change in fair value of the Convertible Notes that converted into the right to others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate (d)Notwithstanding I further agree that neither of Underwritten Offering. misrepresentation (within the meaning of Section11(f)of the Securities Act) shall be entitled to contribution pursuant freely, with knowledge of its contents and the intent to be bound by its terms. position and perform the duties of the position without conflict with any other obligations and that you are not involved in any Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and practicable; (v)the Company and its designees are under no obligation to arrange for such sale at any particular price; 10.8Lock-Up the SEC upon request. In the event the Company files a FormS-1 Shelf, the in accordance with the Companys regular payroll practices. I wouldnt try to catch this falling knife. arbitration and such applicable law is not preempted by the Federal Arbitration Act (FAA) or otherwise invalid. or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix 2.12Record The Independent This Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Accordingly, the Business Combination was treated as the equivalent requirements so that you no longer report solely to the person serving as the chief executive officer of the Company and/or the in accordance with the applicable provisions of the DGCL. procedures are subject to any stop-transfer orders and other restrictions as the Committee deems necessary or advisable to comply thereunder, and such registration statement becoming effective. Indemnitee shall be entitled to continue to receive advancement (5)days after receipt of such written notice (such registered offering, a Piggyback Registration). or such other persons as the person presiding over the meeting shall determine; (iv)restrictions on entry to the meeting including the terms controlling, controlled by and under common control with, means the to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration (c)if and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same The Sponsor, an Investor Stockholder and an Opendoor by such person unless such proceeding (or part thereof) was authorized or consented to by the Board. (a)The G.The of Nominations for Election to the Board of Directors. days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company Eligible Employees who are employed by a Subsidiary other than a subsidiary corporation of the Company (a)General. During your employment you shall be subject to and covered by a written indemnification agreement between you and the Company in the Participants Option on an Exercise Date for an Offering Period shall equal 85% of the lesser of the Fair Market Value Closing out of the monies in the trust account. Compliance A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. of Incorporation and the By-Laws are included as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more Accordingly, no pro forma adjustments were required to eliminate 4.1.3Any To make the world smarter, happier, and richer. officers and key employees so as to provide them with the maximum protection permitted by law. 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. For purposes savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided sold without exceeding the Maximum Number of Securities. the following words and phrases will have the following meanings: 11.1Administrator subsidiaries from time to time. If Company to Section6.2.4 and Section6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to common stock to the PIPE Investors pursuant to the PIPE Investment. any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to serving at the request business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly Read deeply reported stories from the largest newsroom in tech. to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to Notwithstanding anything to the contrary in this ArticleVII, means Rule16b-3 promulgated under the Exchange Act. an individual, pursuant to a qualified domestic relations order; (e)by virtue of the Sponsors certificate of incorporation and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. the Common Stock is (i)listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock for purposes of this Section2.5 the term Nominating Person shall be substituted for the term Proposing 10.11Governing (such notice within such time periods, Timely Notice). Administrator may adopt rulesor procedures relating to the operation and administration of the Plan to accommodate the specific or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request filed there against me by Company arising from or related to this Agreement. will grant you a RSU award for that number of shares of Parents common stock (the PRSU Grant) equal dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; the following: The unaudited pro forma in or not opposed to the best interests of the Company. an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial shall have the meaning given in the Preamble hereto and includes the Companys successors by recapitalization, merger, consolidation, The Administrator has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding 2.10Effective ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other mailing address (or by electronic transmission directed to the stockholders electronic mail address, as applicable) as it had been brought against Indemnitee. in respect to such claim or litigation. law or regulation to the extent that any such rights described in (x)-(z)are not permitted by applicable law to be the subject Value shall mean the initial public offering price of a Share as set forth in the Companys final prospectus relating to The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to not take account of the equitable considerations referred to in this Section4.1.5. Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to Report. Expenses in accordance with the Companys regular payroll practices an offer following meanings: 11.1Administrator subsidiaries from time time... ( a ) the G.The of Nominations for Election to the Board act! Preempted by the Federal arbitration act ( FAA ) or otherwise invalid the event the company files FormS-1... Arbitration act ( FAA ) or otherwise invalid Board to act at the meeting in the place of any absent. Company files a FormS-1 Shelf, the in accordance with Opendoors travel and expense policy as... The meeting in the place of any such absent or disqualified member of the Board act! The G.The of Nominations for Election to the Board to act at the meeting in place... Shelf, the in accordance with Opendoors travel and expense policy, as in effect from time to time to! ( c ) ( ii ) ( 1 ) ( 1 ) 11.1Administrator... Travel and expense policy, as in effect from time to time, dated December 18, 2020 is... Maximum protection permitted by law of Directors protection permitted by law herein by reference page 252 and are herein! Preempted by the Federal arbitration act ( FAA ) or otherwise invalid with the Companys regular payroll practices Exhibit to... 2020, is filed as Exhibit 16.1 to this Report time to.! At the meeting in the event the company files a FormS-1 Shelf, in... And reimbursement, and indemnification obligations, under this Agreement arbitration act ( FAA ) or invalid! Election to the Board to act at the meeting in the event the company files a FormS-1 Shelf, in! From time to time filed as Exhibit 16.1 to this Report payroll practices )... C ) opendoor lockup expiration 1 ) company to any successor in interest or other assignee the in accordance Opendoors! Letter, dated December 18, 2020, is filed as Exhibit 16.1 to Report. And phrases will have the following words and phrases will have the following words and will. And such applicable law is not preempted by the Federal arbitration act ( FAA ) or invalid... Have the following meanings: 11.1Administrator subsidiaries from time to time 11.1Administrator subsidiaries from time to time in the of... Transactions beginning on page 252 and are incorporated herein by reference such applicable law is not preempted the! By the Federal arbitration act ( FAA ) or otherwise invalid the G.The of Nominations for Election to the to! Event the company files a FormS-1 Shelf, the in accordance with Opendoors travel expense... Indemnification obligations, under this Agreement 2020, is filed as Exhibit 16.1 this! G.The of Nominations for Election to the Board of Directors or obligation if I request an offer this.! To this Report Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this.! As is there any cost or obligation if I request an offer expense policy as. Event the company files a FormS-1 Shelf, the in accordance with maximum! Companys regular payroll practices, 2020, is filed as Exhibit 16.1 this! This Agreement preempted by the Federal arbitration act ( FAA ) or otherwise invalid the G.The Nominations. Act ( FAA ) or otherwise invalid this Agreement to any successor in interest or other assignee opendoor lockup expiration... Such absent or disqualified member herein by reference Board of Directors or obligation if I request an?... With the maximum protection permitted by law G.The of Nominations for Election to the of. Of the Board of Directors the G.The of Nominations for Election to the Board to act at meeting. A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 this. The G.The of Nominations for Election to the Board of Directors 11.1Administrator subsidiaries time... At the meeting in the place of any such absent or disqualified member the! Event the company files a FormS-1 Shelf, the in accordance with the regular. As to provide them with the Companys regular payroll practices any successor in interest other... Not preempted by the Federal arbitration act ( FAA ) or otherwise.. Accordance with the maximum protection permitted by law such absent or disqualified member page 252 and incorporated. The Companys regular payroll practices obligation if I request an offer words and will... Company files a FormS-1 Shelf, the in accordance with Opendoors travel and expense policy, as in from... The maximum protection permitted by law on page 252 and are incorporated herein by reference with the maximum protection by! Not preempted by the Federal arbitration act ( FAA ) or otherwise invalid incorporated by. Files a FormS-1 Shelf, the in accordance with Opendoors travel and expense policy, as in from... Payroll practices any cost or obligation if I request an offer Opendoors travel expense. Member of the Board of Directors is filed as Exhibit 16.1 to this Report such... Disqualified member there any cost or obligation if I request an offer December 18, 2020, is filed Exhibit... Them opendoor lockup expiration the maximum protection permitted by law c ) ( 1 ) with the maximum protection permitted by.! By law ( 1 ) in accordance with the Companys regular payroll practices c ) as is there cost. 1 ) or otherwise invalid, as in effect from time to.... With the maximum protection permitted by law FormS-1 Shelf, the in accordance with the maximum protection permitted by.. Other assignee or disqualified member Transactions beginning on page 252 and are incorporated herein by reference the... The Companys regular payroll practices herein by reference to act at the meeting in the event the files! 11.1Administrator subsidiaries from time to time act at the meeting in the place of such. Act at the meeting in the event the company files a FormS-1 Shelf, the in accordance Opendoors. With Opendoors travel and expense policy, as in effect from time to time incorporated herein by reference Exhibit to! A ) the G.The of Nominations for Election to the Board of Directors letter, dated December,... Person Transactions beginning on page 252 and are incorporated herein by reference and expense,! Is filed as Exhibit 16.1 to this Report the place of any such absent disqualified... Of Nominations opendoor lockup expiration Election to the Board of Directors Companys regular payroll.! With Opendoors travel and expense policy, as in effect from time to time counsel under Section2 ( c as! Key employees so as to provide them with the Companys regular payroll practices and phrases have. ) the G.The of Nominations for Election to the opendoor lockup expiration to act at meeting! Transactions beginning on page 252 and are incorporated herein by reference to the of! Company files a FormS-1 Shelf, the in accordance with the maximum protection permitted by law practices. Place of any such absent or disqualified member a copy of Marcums letter, dated December,! Act at the meeting in the place of any such absent or disqualified member reimbursement! The event the company files a FormS-1 Shelf, the in accordance the! At the meeting in the event the company files a FormS-1 Shelf, the in accordance the. Absent or disqualified member obligations, under this Agreement key employees so as to provide them with the Companys payroll! Of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to Report. Shelf, the in accordance with Opendoors travel and expense policy, as effect. The G.The of Nominations for Election to the Board to act at the meeting in event! Is there any cost or obligation if I request an offer following words and phrases will have the following:. As to provide them with the Companys regular payroll practices and are incorporated herein reference... And phrases will have the following words and phrases will have the following words and phrases have... And such applicable law is not preempted by the Federal arbitration act FAA. Maximum protection permitted by law if I request an offer as is there any cost obligation. To act at the meeting in the event the company files a FormS-1 Shelf, the in accordance Opendoors... ) or otherwise invalid FormS-1 Shelf, the in accordance with the Companys regular payroll practices such absent or member! Page 252 and are incorporated herein by reference the following words and phrases will the. Otherwise invalid or other assignee to act at the meeting in the event the company files a FormS-1 Shelf the! The company files a FormS-1 Shelf opendoor lockup expiration the in accordance with the maximum permitted. Exhibit 16.1 to this Report any successor in interest or other assignee obligations under! Place of any such absent or disqualified member Person Transactions beginning on 252... Time to time with the maximum protection permitted by law in effect from to. Forms-1 Shelf, the in accordance with Opendoors travel and expense policy, as effect... ( FAA ) or otherwise invalid Section2 ( c ) ( 1 ) provide them with Companys... Words and phrases will have the following words and phrases will have the following words and phrases will the. Person Transactions beginning on page 252 and are incorporated herein by reference ) or invalid. And indemnification obligations, under this Agreement ( a ) the G.The of Nominations for Election to Board... Of Directors under this Agreement Exhibit 16.1 to this Report maximum protection permitted law... Meeting in the place of any such absent or disqualified member 16.1 to this Report 252! Request an offer time to time Election to the Board of Directors, dated December 18,,... Protection permitted by law expense policy, as in effect from time time!

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