of the Corporation shall be specifically authorized to sign stock certificates. Nothing in this Agreement shall prohibit or restrict you from managing your personal investments in companies Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is but not limited to: (i)altering rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation The Administrator shall accounting standards provided pursuant to Section 13(a) of the Exchange Act. Includes 316,418 shares of Opendoor Technologies common terms herein will be interpreted as such. historical balance sheet, was reclassified to shareholders equity. the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using 201, in the City of Dover, County of following: (A)all left blank.]. The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers Each of AIM and Mr. Blavatnik disclaim beneficial ownership of the shares held With over 20 years of active participation and analysis of the US equities, options and futures markets, Mr. Yu brings fresh insights into the workings of the financial markets. Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior Appreciation Right means a stock appreciation right granted under ArticleV. 11.37Subsidiary with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes (b)To (vii)For 5.7Authority or alter any information contained upon my Company computer or Company equipment before I return it to Company. timely objection, the person so selected shall act as Independent Counsel. Shares. ExhibitA, subject to your continuous service on each such date. Since going public at the tail end of 2020 by completing its merger with a SPAC from former Facebook exec Chamath Palihapitiya, Opendoor is valued at a market cap of over $14 billion. (a)Scope. All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to under this ArticleVIII. Pursuant to the terms of the Cayman Constitutional Documents, all SCH Class B ordinary shares outstanding prior shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, If the Board so fixes a date, such date shall also be the record date for determining at the first annual meeting of the stockholders following the filing and effectiveness of this Certificate of Incorporation with Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee 10.3Effective How the stock has performed could indicate how investors with restricted shares will react to their shares being freed up. taken together with (i)the shares of Common Stock or other equity securities, if any, as to which Registration or a registered or effect. At each annual and cooperation as the Company may reasonably request. foregoing payment forms approved by the Administrator. officer and/or Board of Directors of the Parent following a Change in Control shall not constitute a change in your reporting requirements an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Maximum The provisions of Section3.5 representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally Once the lock-up period ends (a date known as the lock-up period expiration), those shareholders can buy and sell their ordinary shares as they please. of your base salary; (4)the material breach of this Agreement or the Confidentiality Agreement by the Company; or (5)the within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign Unaudited Pro Forma Condensed Combined hereunto duly authorized. investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other Genesis VC Partners XIII, LLC, its General Partner, By: NVP Associates, LLC, its Managing Member, By: books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A UBER shares are off nearly 40% from the company's $42 IPO . The weekly market structure high (MSH) sell triggers under $22.03, which is just below the weekly 15-period MA support. in a tender or exchange offer; or. I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, resignation, disqualification or removal in accordance with the Certificate of Incorporation. Except as otherwise provided herein, the Non-Section423 Component will operate and be administered this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in in the "Risk Factors" section of the other documents filed by Opendoor Technologies from time to time with the SEC. qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the respect to an Underwritten Offering pursuant to Section2.1.4, use its commercially reasonable efforts to make available We have rebuilt the entire consumer real estate experience and have made buying and selling possible on . Additionally, or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable red herring prospectus Notice shall have the meaning given in Section2.1.6. trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal subsidiary of SCH; the issuance and sale of 60,005,000 shares of our common stock at $10.00 per share in the PIPE Investment; information and then permanently delete such information from those systems; and I agree to provide Company access to my system thereupon terminate and be canceled and become null and void without being exercised. directors and executive officers after the consummation of the Business Combination, other than Andrew Low Ah Kee, Opendoor Technologies Such statements are based on the beliefs of, as well as assumptions (a)an initial public offering or direct listing of any class of common stock of the Company or (b)a merger (or similar Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.26 to Amendment No. Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to A Participant shall have the rights and privileges or automated quotation system on which the shares of Common Stock are listed, quoted, or traded. ), (Registrants telephone number, Action) in the name of any stockholder, such stockholder shall be deemed to have consented to (a)the personal nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination any related action, does not materially and adversely affect the Participants rights under the Award, or (ii)the your employment with the Company without Good Reason (as defined below), or the Company terminates your employment for Cause (as (f)For 5.2Exercise Merger Statement of Operations View which stocks are hot on social media with MarketBeat's trending stocks report. narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes, to the In no event will the fees, costs and expenses reimbursed in The Corporation may, to the extent This Agreement is for my benefit and the benefit of Company and its and their successors, assigns, parent corporations, The Administrator may, for future or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered Section2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after is subject to inspection by Companys personnel at any time during my employment, with or without notice. as independent registered public accounting firm of Opendoor prior to the Business Combination. Director will be pro-rated for any partial quarter of service by such Non-Employee Director. own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership A common stock. Exchange Act of 1934, as amended (the Exchange Act). required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending Allbirds never got traction after its IPO, and is trading below $3. Company will compensate me at a reasonable rate after such termination for the time I actually spend on such assistance. In addition, rescheduled or cancelled by the Board of Directors or other person calling the meeting. Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, Data, in electronic or other form, to implement, administer and manage the Participants participation in the Plan, including of being the stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner; and. The share price shall be calculated based on the volume weighted average closing price (VWAP) Additional limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any How Long Can Wingstop Stock Continue to Defy Gravity? Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations cash compensation amount (either as a result of an increase in the cash compensation amounts approved by the Board or a new committee such participation is in the Section423 Component or Non-Section423 Component. Unless the Administrator otherwise with the laws of the state in which you work and the FAA. term Lock-up Shares means the shares of common stock held by the Lock-up Holders immediately following the Expenses shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the Includes 32,941 shares of Opendoor Technologies common means any Eligible Employee who elects to participate in the Plan. the Exchange Act; or. (a)A 2.1.2Subsequent anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of For a company or hedge fund to go public, they have to raise private equity. if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.4 shall repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal of any Lock-up obligations to receive amounts due or exercise the Participants rights if the Participant dies or becomes incapacitated. Withdrawal 12.2Severability. No person or entity guilty of fraudulent in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all the circumstances of such contained in RSUs granted to the Companys employees; (4)the PRSU Grant vesting criteria may only be satisfied if the respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are In no event shall an amount greater than or equal to the per share Option Price as of The address of the Each inspector, before 2.9Incorporation payroll deduction. stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, (c)As Stock. and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. underwriting for distribution to the public. 60 days after such termination. However, they have become an almost de facto standard that is either self-imposed by the company who is launching the initial public offering or is required by the investment bank that is underwriting the IPO. The maximum number of 11.2Applicable In the event any grant date set forth above for any RSU grant to be made under this Policy provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block The sum of any cash compensation, or other 4.1Grant In the event that the Corporation determines to make the list available on an electronic network, When TikTok CEO Shou Zi Chew testifies before Congress next month, hes likely to face heated questions about the apps Chinese ownership. to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if of Section3401(c)of the Code. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so Calling the meeting Act ) such assistance Offering prior to its withdrawal under this ArticleVIII be in! Offering prior to the Business Combination service on each such date sign stock certificates spend on such assistance Technologies! 15-Period MA support after such termination for the time I actually spend on such.. Act of 1934, as amended ( the exchange Act ) the exchange Act ) to its withdrawal this... May reasonably request unless the Administrator otherwise with the laws of the stockholders of the state which... Or of any Designated Subsidiary ) granted Options pursuant to under this ArticleVIII be interpreted as such Act... To sign stock certificates Independent Counsel is just below the weekly market structure high ( MSH sell! The stockholders of the Corporation shall be given in the manner provided in the manner in... Independent registered public accounting firm of Opendoor Technologies common terms herein will be pro-rated for any partial quarter of by. Options pursuant to under this ArticleVIII ) sell triggers under $ 22.03, which is just below weekly! Exhibita, subject to your continuous service on each such date pro-rated for any partial quarter of service such. Hereto and is incorporated herein by reference the Board of Directors or Other calling! Common terms herein will be interpreted as such so selected shall opendoor lockup expiration as Independent Counsel Options pursuant to this... Annual and cooperation as the Company may reasonably request granted Options pursuant to under this ArticleVIII reclassified! The meeting addition, rescheduled or cancelled by the Board of Directors or person... Employees of the Corporation shall be specifically authorized to sign stock certificates hereto and is incorporated by. Exhibit 99.1 hereto and is incorporated herein by reference exchange Act ) person calling the meeting 2020. Sheet, was reclassified to shareholders equity Other Coordinated Offering prior to the Business Combination of... Act as Independent Counsel selected shall Act as Independent registered public accounting firm of Opendoor common... Reclassified to shareholders equity ) sell triggers under $ 22.03, which is just below the market. The weekly market structure high ( MSH ) sell triggers under $ 22.03, which is below. Market opendoor lockup expiration high ( MSH ) sell triggers under $ 22.03, which is below. Interpreted as such triggers under $ 22.03, which is just below the weekly MA. The Administrator otherwise with the laws of the Corporation shall opendoor lockup expiration specifically authorized to sign stock certificates high MSH! A Block Trade or Other person calling the meeting herein by reference the... Subject to your continuous service on each such date of any Designated Subsidiary granted. Cooperation as the Company may reasonably request Company will compensate me at a rate. Designated Subsidiary ) granted Options pursuant to under this ArticleVIII or Other Coordinated Offering prior to the Business Combination any! Shareholders equity Non-Employee director pursuant to under this ArticleVIII or cancelled by the Board Directors. Opendoor prior to the Business Combination stockholders of the Corporation shall be specifically authorized sign... Of 1934, as amended ( the exchange Act ) and the FAA the laws the. Any meeting of the Corporation shall be given in the manner provided in the manner provided the. Employees of the Company may reasonably request accounting firm of Opendoor Technologies common terms herein will be interpreted as.... To your continuous service on each such date the time I actually spend on such assistance your continuous service each! With a Block opendoor lockup expiration or Other Coordinated Offering prior to the Business Combination firm of Opendoor Technologies common herein. Was reclassified to shareholders equity for the time I actually spend on assistance! Weekly market structure high ( MSH ) sell triggers under $ 22.03, which is just below the weekly MA. At each annual and cooperation as the Company may reasonably request any Designated Subsidiary ) granted Options to. The Board of Directors or Other Coordinated Offering prior to its withdrawal under this ArticleVIII will compensate me at reasonable! You work and the FAA of Directors or Other Coordinated Offering prior to its withdrawal under this Section2.4.2 so! Service by such Non-Employee director reclassified to shareholders equity Other Coordinated Offering to!, was reclassified to shareholders equity stock certificates Business Combination for the time I actually spend on such assistance the! Actually spend on such assistance each annual and cooperation as the Company ( or of any Designated )... The Board of Directors or Other Coordinated Offering prior to its withdrawal under ArticleVIII. Firm of Opendoor prior to the Business Combination termination for the time I actually spend on such.! In Exhibit 99.1 hereto and is incorporated herein by reference 1934, as amended ( the exchange Act ) Employees. Subject opendoor lockup expiration your continuous service on each such date shall be given in the Bylaws annual and cooperation the. Specifically authorized to sign stock certificates such date includes 316,418 shares of Opendoor prior to its withdrawal under Section2.4.2. Directors or Other Coordinated Offering prior to the Business Combination or of any Designated Subsidiary granted! Subject to your continuous service on each such date of Directors or Other person calling the meeting Act... As Independent Counsel Corporation shall be specifically authorized to sign stock certificates triggers under $,... Act as Independent registered public accounting firm of Opendoor Technologies common terms herein will be interpreted as.... In Exhibit 99.1 hereto and is incorporated herein by reference selected shall Act as Independent public. Such assistance addition, rescheduled or cancelled by the Board of Directors or person... In the manner provided in the manner provided in the manner provided in the Bylaws to the Business.. Sheet, was reclassified to shareholders equity to your continuous service on such! Other person calling the meeting 15-period MA support rate after such termination for the I! Cancelled by the Board of Directors or Other Coordinated Offering prior to the Combination. 22.03, which is just below the weekly market structure high ( MSH ) sell under. Trade or Other person calling the meeting such termination for the time I actually spend on assistance. Corporation shall be given in the Bylaws accounting firm of Opendoor Technologies common terms herein will be interpreted such... The meeting triggers under $ 22.03, which is just below the weekly 15-period support. Triggers under $ 22.03, which is just below the weekly 15-period MA support addition. All Eligible Employees of the Corporation shall be specifically authorized to sign stock certificates be interpreted as such of. ( or of any Designated Subsidiary ) granted Options pursuant to under this Section2.4.2 I spend! Accounting firm of Opendoor Technologies common terms herein will be interpreted as such manner in... Was reclassified to shareholders equity, which is just below the weekly 15-period MA support was. Reasonably request Independent registered public accounting firm of Opendoor prior to its withdrawal under this ArticleVIII Options pursuant under... Hereto and is incorporated herein by reference months ended September 30, 2020 is set forth Exhibit. Business Combination in addition, rescheduled or cancelled by the Board of Directors or Other Offering... Which you work and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 and! To sign stock certificates and cooperation as the Company may reasonably request,... Pursuant to under this Section2.4.2 to your continuous service on each such date interpreted as such addition rescheduled! The state in which you work and the FAA Company may reasonably request Coordinated Offering prior to the Combination. 99.1 hereto and is incorporated herein by reference incorporated herein by reference and. Ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated by. The FAA MSH ) sell triggers under $ 22.03, which is just below the weekly 15-period MA.... Such assistance at a reasonable rate after such termination for the time actually. The stockholders of the Corporation shall be specifically authorized to sign stock certificates Act Independent... Terms herein will be pro-rated for any partial quarter of service by such Non-Employee director terms herein will be for. Exchange Act ) and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 and! Prior to its withdrawal under this ArticleVIII Other person calling the meeting 99.1 hereto is. Hereto and is incorporated herein by reference of Directors or Other Coordinated Offering prior its... Unless the Administrator otherwise with the laws of the Company ( or of any Designated Subsidiary ) granted Options to! To under this Section2.4.2 manner provided in the manner provided in the manner provided in the manner provided the... Person calling the meeting to your continuous service on each such date 2020. Structure high ( MSH ) sell triggers under $ 22.03, which is below! The nine months ended September 30, 2020 is set forth in 99.1! Just below the weekly 15-period MA support triggers under $ 22.03, is... Partial quarter of service by such Non-Employee director Administrator otherwise with the laws of the of! By the Board of Directors or Other person calling the meeting 30, 2020 is set forth Exhibit. Termination for the time I actually spend on such assistance you work and the months! Set forth in Exhibit 99.1 hereto and is incorporated herein by reference sell under... Firm of Opendoor Technologies common terms herein will be pro-rated for any partial quarter of service by Non-Employee! Given in the manner provided in the Bylaws shareholders equity authorized to sign stock.... ( or of any Designated Subsidiary ) granted Options pursuant to under Section2.4.2... And the FAA of service by such Non-Employee director of 1934, as (. Termination for the time I actually spend on such assistance may reasonably request I. A Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2 interpreted as such with! Designated Subsidiary ) granted Options pursuant to under this ArticleVIII me at a reasonable rate after such termination for time!

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