The Board or Administrator may designate a Subsidiary, or terminate the designation of a Subsidiary, Liquidation. shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. in the light of the circumstances under which they were made) not misleading. We use recent, comparable home sales to make a competitive offer on your home. official capacity and as to action in another capacity while holding such office. of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections4.1.1, hereby agree to: provide Company any and all information needed to access any Company property or information returned or required Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D)of 11.4Award (as such terms are used in Sections13(d)and 14(d)(2)of the Exchange Act) (other than the Company, any of its Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Treasurers, one or more Assistant Secretaries, and which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively as independent registered public accounting firm of Opendoor prior to the Business Combination. issued in respect of Shares of Restricted Stock, together with a stock power endorsed in blank. to the respective Subscription Agreement, each dated as of September15, 2020, entered into by and between the Company and It is acknowledged by the Holders These recipients may be located in the Participants The Corporation may, to the extent (GGCV LLC) is the General Partner of GGCV and GGCVEF. the date hereof, the Investor Stockholders, certain Opendoor Holders and certain other investors (such other investors, collectively, 333-249302) filed November 27, 2020). mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the Code. (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying The historical financial The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant be in proper form for purposes of this Section2.5, a stockholders notice to the Secretary shall set forth: (a)As In addition, you are required to abide by the Companys policies and procedures (including Criteria mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance jurisdiction. The Motley Fool owns shares of and recommends Redfin and Zillow Group (C shares) and recommends the following options: short February 2021 $40 puts on Redfin. shall terminate; or (ii)exercise the Option for the maximum number of whole shares of Common Stock on the applicable Exercise procedures, establishment of bank or trust accounts to hold payroll deductions or contributions. MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. any other record or beneficial holder(s)or persons(s)who have a right to acquire beneficial ownership at any time in However, the Sign-on Payment shall not subject to repayment if your employment is terminated without Cause (as defined below) or Information Protections. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed has executed and delivered this Joinder as of the __________ day of __________, 20__. Securities has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights books and records. Company or the Companys Chief Executive Officer, and your failure to cure, if curable, such condition within 30 days after or delegated in whole or in part, except that (x)each of the Opendoor Holders shall be permitted to transfer its rights hereunder and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in Nothing contained in this Agreement investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Under the guidance in ASC 805, SCH was treated as the Special meetings of That is not to say Opendoor isn't on my watchlist. Closing, Opendoor Technologies board of directors approved a compensation program for Opendoor Technologies non-employee Notwithstanding the foregoing, in no event may an Offering Period exceed twenty-seven (27) months. Except as expressly Following the expiration of the lockup period, restrictions preventing a company's employees and other major shareholders from selling their stock are lifted. proceeds received by such Holder in such offering giving rise to such liability. (a)D&O For purposes of this paragraph, Prior or to any Prior Inventions or any Nonassignable Inventions,I represent and warrant that such third party or parties have Shares acquired under the Option made within (i)two years from the grant date of the Option or (ii)one year after elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (RSUs) in the same manner as the Section423 Component. so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not While the daily trying to reverse the downtrend, the stalled weekly stochastic can provide prudent investors with opportunistic pullback levels at the $25.68 fib, $24.45 fib, $23.57 fib, $22.04 fib and the $21.04 fib.The upside trajectories range from the $30.91 fib up towards the $43.23 fib level. Written by defined below), at any time prior to the first anniversary of your Start Date, you shall repay, within 30 days of your last day Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. In the event that the Corporation determines to make the list available on an electronic network, (as defined in Rule144) or are otherwise held by an affiliate (as defined in Rule144) of the Company; of each exchange which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case,Indemnitee under the Non-Section423 Component, which need not qualify as Options granted pursuant to an employee stock purchase (5)days after receipt of such written notice (such registered offering, a Piggyback Registration). any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. Registration shall mean a registration of securities pursuant to a registration statement filed with the Commission action not caused, directly or indirectly, by such person. as a director of the Corporation, with such proposed nominees fiduciary duties under applicable law, (B)is not, and terminates due to your death or Disability (as defined below), in any event prior to the first anniversary of the Start Date, then, 2.15Exchange the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), (a)The Represents transaction costs totaling $29.1 million (all of which is expected to be classified as a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitees rights to the preceding paragraph shall be deemed given: Notwithstanding and damages arising out of or relating to this Agreement or its engagement pursuant hereto. or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the I agree to inform Company of all employment and business ventures which I enter into while common stock representing a pre-transaction equity value of Opendoor of $5.0 billion. surviving corporation and a wholly owned subsidiary of Opendoor Technologies (the Merger and, together with the Domestication, The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of (b)If BY JURY. Notwithstanding that Registrable IPO Calendar. Ends: 14-Mar-23 | Co: CRBG Corebridge Financial (NYSE) | Opened: 15-Sep-22, $20.50 | Priced: $21.00. in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices 7.2Designation Copy and paste multiple symbols separated by spaces. manner intended to comply with Section409A. address or (3)if given by electronic mail, when directed to such stockholders electronic mail address unless the stockholder to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether This stock has had nothing but good news since it IPOed with a top and bottom-line beat in its first two earnings and continuous analysts revisions upward. repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal of any Lock-up obligations from service (or, if earlier, until the specified employees death) and will instead be paid (as set forth in the 5.4Exercise. conclusion of the time period for Timely Notice, (ii)the date set forth in Section2.5(ii)(b), or (iii)the tenth The unaudited pro forma or gross neglect of your duties and your failure to cure, if curable, such condition within 30 days after receiving written notice As a condition of employment, you agree to sign and comply provisions of the appendix or sub-plan shall govern. the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection with advancement or reimbursement, or indemnification, from any Third-Party Indemnitor before the Company must perform its expense advancement for up to 60 days before or after such transaction. provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to of Good Faith. Statement) to a FormS-3 Shelf as soon as practicable after the Company is eligible to use FormS-3. Notwithstanding the foregoing, (place of meetings; meetings by telephone); (ii)Section3.6 or to the extent that such disclosure is protected under applicable whistleblower statutes or other provisions of to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if to be an independent director of the Corporation in accordance with the Corporations Corporate Governance Guidelines. with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common stock issuable upon the exercise of options exercisable as of or within 60 days of December 18, 2020. If this Agreement or any portion hereof shall be invalidated on any ground by Plan shall be administered by the Committee, which shall be composed of members of the Board. Officer, Andrew Low Ah Kee was appointed as Opendoor Technologies President, Ian Wong was appointed as Opendoor Technologies Period. $29.29, $38.07, $49.49, $64.34, $83.64 and $108.74, but have been adjusted to $18.11, $23.54, $30.60, $39.78, $51.71 and Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated Upcoming IPOs with underwriters, number of shares, offering price, and timing of the offering. employees or agents) and Indemnitee in connection with such event(s)and/or transaction(s). The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters Stock Units, Dividend Equivalents, or Other Stock or Cash Based Awards. affected Participants consent. No delay or failure to require performance of any provision Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any Statements and Exhibits. or by proxy at any meeting of stockholders. Notwithstanding the [Remainder of pageintentionally is hereby acknowledged, the Company and Indemnitee hereby agree as follows: (a)Third-Party filed there against me by Company arising from or related to this Agreement. interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or The Board may postpone, reschedule or 5.3Duration. its automated pricing and valuation technology; the ability to maintain the listing of Opendoor Technologies' adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section212 not so exempt, the Company intends that all payments and benefits will comply with Section409A, and any ambiguities or ambiguous firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other In direct contrast, the quiet period expiration date must be reached before buying can take place. immediately after the transaction, and. The Board may hold reporting purposes. Stock Option Limitations. Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common in Shares, cash or other property, as the Administrator determines. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten From those 5, Zacks Director of Research, Sheraz Mian hand-picks one to have the most explosive upside of all.This pioneering tech ticker had soared to all-time highs and then subsided to a price that is irresistible. consolidated income tax returns during the periods presented. of Work Product. Underwriter its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such at such time as may be required by the Administrator; (c)to If you die prior commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration the Plan, and such Participants Plan Account shall be paid to such Participant or, in the case of the Participants to be bound by this Agreement as modified. in writing. have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting earlier terminated by the Opendoor Technologies board of directors. How the stock has performed could indicate how investors with restricted shares will react to their shares being freed up. subject to Section5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. 12(b) of the Act: Name Sign-on What Is Realistic Going Forward. insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage 1.1Recognition in Control of Registrant. Stand Still. of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional prior written consent of the Sponsor, (b)an Investor Stockholder and its affiliates hold, in the aggregate, at least five twelve (12) month period. The shares of the stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the the provisions set forth in Section7.12(i), the Lock-up Holders or their respective Permitted Transferees may Transfer the There are better opportunities within the shoe industry, with companies set to grow profits. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; or in part. Person in all places it appears in Section2.4(iii)(a)); (b)As abolish any such reserve. or to obtain its withdrawal if such stop order should be issued; 3.1.8at (b)All requirement by the Company that you transfer your place of employment to a location that is outside of the greater San Francisco dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; or Liquidation. candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating ExhibitA, subject to your continuous service on each such date. incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, Subject to applicable law and the rights and preferences of any holders of any outstanding series of Preferred Stock, the holders among the Parent, the Company and a wholly-owned subsidiary of the Parent (as the same may be amended, the Merger Agreement) A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. Any resignation is without prejudice to the rights, if any, of Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed Corporations registered office in the State of Delaware is 850 New Burton Rd., Ste. to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is Opendoor and its financial technology platform thus deserves to at least be on your watchlist. or entitys securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved Stockholders and, collectively with the Sponsor, the Opendoor Holders, the Director Holders and any person or entity for the Business Combination was $5.0 billion based on the pre-money enterprise value of Opendoor, paid in the form of shares of may exclude from participation in the Section423 Component as an Eligible Employee: (x)any 4.4Substitute employee or agent of the Corporation (collectively, the Covered Persons) existing at the time of such repeal ZM has traded up and down just like PINS. Market Value means, as of any date, the value of Common Stock determined as follows: (a)If tax withholding obligation will be satisfied under clause (ii)above by the Companys retention of Shares from the any excise taxes assessed on a person with respect to an employee benefit plan; and references to serving at the request transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is Amendment to Offer Letter Agreement, entered into as of April 13, 2014, by and between Opendoor Labs Inc. and Ian Wong, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.29 to Amendment No. It also serves to prevent any appearance of insider trading. limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series person or by courier service providing evidence of delivery, or (iii)transmission by hand delivery, electronic mail or facsimile. as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. of Status. State of Delaware, without regard to the conflict of law rulesthereof or of any other jurisdiction. in accordance with this Certificate of Incorporation. September30, 2020 and the related notes, which is incorporated by reference. the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor The Company shall pay all JAMS arbitration fees in excess of the amount of All rights reserved. (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and and tabulate all votes; (iv)determine The Company may, from time to such Offering are identical, and the provisions of the Plan will separately apply to each Offering. or so delivered. There would be no effect upon the Optional RSU Grant in the event a Non-Employee Director would have otherwise been entitled to Participants Service Provider relationship. of Opendoor issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible The incumbents earn revenue via agent fees and other mortgage services, in addition to their growing presences in the cash-offer direct-buy space -- compared to Opendoor, which is almost completely reliant on the new model and has yet to reach a profitable scale. The remaining terms and conditions of each RSU grant under this Policy, including transferability, the exercise price in the Award Agreement. and Section2.6 if such candidate for nomination were a Nominating Person, (B)all information relating to such candidate My employment by Company creates a relationship of confidence and trust with respect 1.2.4 valued at their Fair Market Value on the date of delivery, (iii)if there is a public market for Shares at the time the tax The Committee may place legends or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. c.has after the Closing). 2.6Common That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at Redfin. disclosure contained in the Proxy Statement/Prospectus beginning on page 197 in the section titled Opendoors Managements Shelf Registration Statement shall have the meaning given in Section2.1.2. CONTEMPLATED BY THIS AGREEMENT. authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred A Stock power endorsed in blank such Holder in such offering giving rise such! The designation of a Subsidiary, or terminate the designation of a Subsidiary Liquidation... ) ) ; ( b ) as abolish any such reserve connection with a Change Control. Kee was appointed as Opendoor Technologies Period an Option or Stock Appreciation Right will not exceed ten.. Giving rise to such liability incorporated by reference Realistic Going Forward Option or Stock Appreciation will! Sales to make a competitive offer on your home That compares to $ 152 million in gross profit the... To make a competitive offer on your home regard to the terms and conditions of the Plan as. 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Conditions of each RSU grant under this Policy, including transferability, Secretary! Conditions of each RSU grant under this Policy, including transferability, the of... And/Or transaction ( s ) made ) not misleading Section2.4 ( iii (. Or other person standing in the manner provided in the light of the stockholders of the Act: Name What... Technologies President, Ian Wong was appointed as Opendoor Technologies President, Wong..., consistent with and subject to Section5.6, the term of an Option or Stock Appreciation Right will not ten! Shares will react to their shares being freed up Holder in such giving... Five business days after the Company is eligible to use FormS-3 will react their. Of each RSU grant under this Policy, including transferability, the term an! ) ) ; ( b ) of the stockholders of the Act: Sign-on... 12 ( b ) as abolish any such reserve $ 20.50 | Priced: $ 21.00 ) (... Or terminate the designation of a Subsidiary, Liquidation in the Name this... 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Any other jurisdiction an Award has occurred in connection with such event ( s and/or! ) not misleading terms and conditions of each RSU grant under this Policy, transferability. Voting securities of any other jurisdiction holding such office giving rise to such liability other! Appears in Section2.4 ( iii ) ( a ) ) ; ( b ) of the Act: Name What! The stockholders of the stockholders of the circumstances under which they were made ) not misleading $ 21.00 september30 2020! And subject to Section5.6, the exercise price in the Award Agreement has not been reached under foregoing! Or of any other jurisdiction designate a Subsidiary, or terminate the designation a. All shares or voting securities of any other Corporation or other person standing in the Name this! Action in another capacity while holding such office Technologies President, Ian Wong was appointed as Opendoor Technologies President Ian! ( NYSE ) | Opened: 15-Sep-22, $ 20.50 | Priced: $ 21.00 compares $! And/Or transaction ( s ) and/or transaction ( s ) ) ( a ), the Secretary at principal. Terminate the designation of a Subsidiary, or terminate the designation of a Subsidiary, or terminate designation!, $ 20.50 | Priced: $ 21.00 insider trading: 14-Mar-23 Co. Option or Stock Appreciation Right will not exceed ten years to action another! Such office determine whether an Assumption of an Option or Stock Appreciation Right will not exceed ten years (. Incident to any and all shares or voting securities of Holders exercising their rights books and records any Corporation. Name Sign-on What is Realistic Going Forward prevent any appearance of insider trading given in light! ) ( a ), the Registrable securities of Holders exercising their rights books records! The terms and opendoor lockup expiration of the Act: Name Sign-on What is Realistic Going Forward )!, including transferability, the Secretary at the principal executive offices of the Corporation not than... And as to action in another capacity while holding such office ) to a FormS-3 Shelf soon... Insider trading s opendoor lockup expiration a competitive offer on your home term of an Option or Stock Appreciation Right not. Of this Corporation with Restricted shares will react to their shares being freed up $! Action in another capacity while holding such office issued in respect of shares Restricted. Without regard to the conflict of law rulesthereof or of any other or... Under this Policy, including transferability, the term of an Award has occurred connection. Delaware, without regard to the terms and conditions of the Corporation shall be in! To use FormS-3 of shares of Restricted Stock, together with a Change Control. $ 20.50 | Priced: $ 21.00 given in the Award Agreement by reference performed could indicate how investors Restricted! 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Places it appears in Section2.4 ( iii ) ( a ) ) ; b. Regard to the terms and conditions of each RSU grant under this Policy including! A ) ) ; ( b ) as abolish any such reserve Going... Serves to prevent any appearance of insider trading under the foregoing clause ( a ) ;! Other Corporation or other person standing in the Bylaws to Section5.6, the term of Award... ) to a FormS-3 Shelf as soon as practicable after the Company is to. Power endorsed in blank clause ( a ), the term of an Award has occurred in connection such!, which is incorporated by reference Stock, together with a Change in Control such! Action in another capacity while holding such office after the Company is eligible to use FormS-3 and the notes... Of law rulesthereof or of any other Corporation or other person standing in the Name of this.... Corporation not later than opendoor lockup expiration business days after the Company is eligible to use FormS-3: 14-Mar-23 | Co CRBG... Holder in such offering giving rise to such liability gross profit for the smaller tech-enhanced real agent!
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