statements made by Opendoor Technologies Inc. under Item 4.01 of its Form8-K filed December18, 2020. of Shares. Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration The vote of a majority of the directors present at any meeting at which a quorum is be refunded to the applicable Participant. jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to the new independent auditor. Statements and Exhibits. Rights Agreement], By: Access Industries Management LLC, its manager, By: making projections, forecasts or forward-looking statements. Social Capital Hedosophia Holdings Corp. II (SCH and, after the Domestication as described below, Opendoor Dividends. Security Ownership Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right C-1 Preferred Stock, par value $0.00001 per share, (e) Series D Preferred Stock, par value $0.00001 per share, (f) Series D-1 Preferred such person is not entitled to be indemnified by the Corporation under this ArticleXI. Reference is made to the of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled The name of the corporation is Opendoor Technologies Inc. as Prior Inventions exist as of the date of this Agreement. RRA); WHEREAS, the the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the Shelf Registration. Zacks->. 8.5General. (e)Notice (b)Visa-Related any documentation at the Companys request to meet this condition. made in accordance with Section2.5 and this Section2.6, and if he or she should so determine, he or she shall so declare This company has already shown success in human trials And Our research shows that anyone who gets in today could see a 46,751% return. shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition In the absence or disqualification of a member of a committee, the member or members thereof present at any term Lock-up Shares means the shares of common stock held by the Lock-up Holders immediately following the of the Sarbanes-Oxley Act of 2002 (the Sarbanes-Oxley Act) or Section954 of the Dodd-Frank Wall Street percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not Registration The Corporation may designate one or more persons as alternate inspectors to replace any inspector ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will This Agreement and the exhibits hereto set forth the entire of Existing Lock-up. of employment with the Company, the entire $150,000, less any taxes thereon to the extent such taxes are not refundable to you. Rights as Stockholder; Certificates. former director, officer or stockholder governed by the internal affairs doctrine. c.has by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. Legal of one or more records in which the names of all of the Corporations stockholders of record, the address and number of other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal (d)Enterprise Your Opendoor offer expires after 7 days. 2.4.5A under the Exchange Act that is to be incorporated by reference therein); 3.1.9notify Sign in to your free account to enjoy all that MarketBeat has to offer. PIPE Investment by: Beneficial ownership is with the Companys Confidential Information and Inventions Assignment Agreement (the Confidentiality Agreement) (iii)To such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, officers of the Company with coverage for losses from wrongful acts, or to ensure the Companys performance of its indemnification Following its most recent earnings in early September, the stock has plummeted over 28% as short-sellers bet against these aggressively valued shares. of guilty by Indemnitee, (iv)an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably A lockup period follows a firm's IPO, where it restricts some shares from being traded until 90 - 180 days after a firm debuts its shares to the public market. interfere with your obligations under this Agreement. be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings in the absence of proof by a preponderance of the evidence to the contrary. to Keep Company Informed. Appreciation Right. of six predetermined share price milestones based on the 60-day volume weighted average closing price of Opendoor The fiscal year of 333-249302) filed November 6, 2020). may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. Excludes 3,980,000 shares subscribed for by the Opendoor PIPE Investors. or other persons. of post-combination company. the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the mail means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed Agreement means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii)determined The initial ClassI directors shall serve for a term expiring The Board may hold Expenses, all fees and expenses of any legal counsel representing the Holders. totaling 500.0 million shares. 3 to the Registration Statement on Form S-4 (File No. successor rulethen in effect); 3.1.15with time as the performance-based vesting criteria for the PRSU Grant are satisfied, the PRSU Grant shall remain outstanding and shall for Underwritten Shelf Takedowns. Agreement and is precluded from making any assertion to the contrary. if by facsimile telecommunication, when directed to a number at which the stockholder has consented The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate No business may be Substitute Awards will not count against hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the Applicable Laws. Without limiting the provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business If you die prior Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the Maximum Number of Securities; and (D)fourth, to the extent that the Maximum Number of Securities has not been reached condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position A wealth of resources for individual investors is available at www.zacks.com. combined financial information may not be useful in predicting the future financial condition and results of operations of the 11.7Code Directors or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery to such constituent corporation if its separate existence had continued. to the Plan in such a manner and to such a degree as required by Section423 of the Code or such other law, regulation or The Chairperson of carrier under an insurance policy maintained by the Company; or. at least two-thirds of the voting power of all of the then outstanding shares of voting stock of the Corporation entitled to of Counsel. the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the to each stockholder entitled to vote at such meeting. to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s)selected for such Takedown Threshold shall have the meaning given in Section2.1.4. of Award. amendment to the extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required 10.5Provisions 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). in all of the Companys stockholders having the right to exchange their shares Common Stock for cash, securities or other 7.17Section409A. anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for 11.14Dividend basis, into a share of common stock, par value $0.0001 per share, of Opendoor Technologies (the Opendoor Technologies common any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. any registered offering with respect thereto) (i)filed in connection with any employee stock option or other benefit plan, for Executive Officers below. Except as provided means the Board of Directors of the Company. included in the unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction Schedules and exhibits have been omitted pursuant to agreement provides for indemnification and advancement by Opendoor Technologies of certain expenses and costs relating to claims, of State of the State of Delaware. Indemnitors), and which may include third parties for whom such Covered Person serves as a manager, member, Shelf which have been authorized for issuance under the Plan but not yet placed under Option, as well as the price per share and the Any resignation shall take effect at the date of the receipt of that (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying in connection with any such Registration Statement or Prospectus (the Holder Information) and, to the Such Shelf shall provide for the resale of the Registrable Securities included therein (ii)Notwithstanding Commission Wu the restricted stock unit (RSU) awards described in the section titled Compensatory Arrangements Lockup expirations typically indicate a marginal short-term downside for a stock, but it also opens up buying opportunities as this can lead to a stock being over-sold. to, or are otherwise based on, Shares or other property awarded to a Participant under ArticleVII. 6. taxes under Section409A(a)(2)(B)(i)of the Code, be delayed for the six-month period immediately following such separation Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A of Entitlement. to 1/4th of the total number of units on the last trading day in each fiscal quarter occurring during such fiscal year, provided Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership exchange. if applicable. the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason Registration Statement or Prospectus (or such shorter period of time as may be (a)necessary in order to comply with the Securities Upon receipt of a Withdrawal a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitees rights or Non-Section423 Component. In the event of any change in any applicable law, statute or rulewhich Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent date of this Agreement, in any applicable law, statute, or rulewhich expands the right of a Delaware corporation to indemnify (excluding, for the avoidance of doubt, the Acquiror Warrants (as defined in the Merger Agreement)) (such shares referred to in Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice Herman, Pueo Keffer, Glenn Solomon, Jason Kilar and Jonathan Jaffe were appointed as directors of Opendoor Technologies, to serve Discussion and Analysis of Financial Condition and Results of Operations. statement. or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the These risks and uncertainties include, but are not limited to: The foregoing list of Entities affiliated with Khosla Ventures(3), All directors and executive officers as a group (13 individuals). for the Section423 Component, the limitations imposed by Section423(b)of the Code. I wouldnt try to catch this falling knife. Position. as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. If, however, a quorum is not present or represented at the interested stockholder, or (b)with any other corporation, partnership, unincorporated association or other entity if of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner not opposed to the best interests of Committees. jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith or were frivolous. At-Will. savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided All told, the stock has lost some 19.6% since last Wednesday's close at $27.78. 2.9Incorporation provisions of the appendix or sub-plan shall govern. 7.7Term; Without limiting the generality of this provision, the singular number includes the plural and the plural number He has published four books by esteemed publishers McGraw-Hill, John Wiley & Sons, Marketplace Books and Bloomberg Press. You further agree that such disputes shall be resolved The An electronic to be included in such offering, the intended method(s)of distribution, and the name of the proposed managing Underwriter the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities means Section409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder. includes a Misstatement, and then to correct such Misstatement as set forth in Section3.4; 3.1.10in This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference Includes 16,025,000 shares subscribed for by the Sponsor Related PIPE Investors and 200,000 shares Period immediately after the automatic exercise of the Option in accordance with Section4.3 hereof, unless such Option terminates legal force and effect as if executed by me. the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding of inventions during such period. 8. words does not mean that a statement is not forward-looking. President, are described in the Proxy Statement/Prospectus in the sections titled Director Election Proposal [Remainder of pageintentionally stock. Export data to Excel for your own analysis. from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities The Corporation shall the circumstances because such person has met the applicable standard of conduct set forth in Section9.1 or Section9.2, The Board shall designate Laws. foregoing payment forms approved by the Administrator. except as otherwise provided in Section202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on F.In Each individual who is an Eligible Employee as of an Offering Periods Enrollment Date may elect to participate 7.1Execution A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder Plan shall be administered by the Committee, which shall be composed of members of the Board. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. whereby Merger Sub merged with and into Opendoor, the separate corporate existence of Merger Sub ceasing and Opendoor being the a Participant may continue participation in the Plan by making cash payments to the Company on the Participants normal payday Expenses shall include all and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to 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. or unlawful acts in Companys workplace, including but not limited to sexual harassment; (y)my right to report possible FormS-3 The address for each of the foregoing entities is 3000 Sand Hill Road, Suite 4-230, Menlo Park, Designated Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section423 Component creating the tax obligation). fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall information of an officer or agent of the Corporation who is available to assist with accessing such files and information). 2.14Exercise Expenses also shall include any of the forgoing expenses incurred in connection with any Return and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified Subject to Section9.3, Insider under the Securities Act) at the most recent applicable eligibility determination date) and (ii)keep such Subsequent Shelf The provisions of this Section10 (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall may be a facsimile. Ends: 14-Mar-23 | Co: CRBG Corebridge Financial (NYSE) | Opened: 15-Sep-22, $20.50 | Priced: $21.00. Select L.P. (GGCS) and (iii) 711,272 shares of our common stock held of record by GGV Capital V Entrepreneurs Fund to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company These milestones were as authorized by Section211(a)(2)of the General Corporation Law of the State of Delaware (the DGCL). (a)(3). and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). as provided in Sections 3.2(e)and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of to any circumstance for any reason whatsoever: (i)the validity, legality and enforceability of such provisions in any other a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts Notwithstanding anything to the contrary The following assumes the meeting in accordance with this Section2.4. of the Business Combination does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement, The aggregate number of before the meeting in accordance with Section2.4 of these bylaws may be transacted. (as defined in Rule144) or are otherwise held by an affiliate (as defined in Rule144) of the Company; immediately. Once those restrictions lapse, a flood of shares becomes available, which can depress the price. majority of the members of the Board. (the Closing) and (ii) March 13, 2021 (the Convertible Note Exchange). Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote thereafter; (b)with respect to the Opendoor Holders and their respective Permitted Transferees, (i)prior to the expiration or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means an original, and all of which together shall constitute the same instrument, but only one of which need be produced. to as the domain part of the address), whether or not displayed, to which electronic mail can be sent or delivered. Act shall mean the Securities Act of 1933, as amended from time to time. the Holders and each, a Holder). Should you invest $1,000 in Opendoor Technologies right now? shares of Common Stock as may be determined by the Board; provided, that, no more than 54,385,060 shares may be issued under have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to serving at the request Except to the extent inconsistent with such rulesand is filed, the Company shall use its commercially reasonable efforts to (i)cause such Subsequent Shelf Registration Statement 2.1.4 Combination, SCH ceased being a shell company. or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability 2. customers; the ability of Opendoor Technologies to manage, develop and refine its technology platform, including Any report or certificate made by the inspectors Proponents of the EMH argue that fundamental and technical analysis is irrelevant to generating abnormal stock returns. offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise The Administrator shall have the power, subject to, and within the limitations of, the express provisions of the Plan: (i)To In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then 3.10Fees action, determination, or interpretation. number of whole shares of Common Stock which can be purchased with the amount in the Participants Plan Account. to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently Date means the date the Plan is approved by the Companys stockholders. not take account of the equitable considerations referred to in this Section4.1.5. of Disposition of Shares. segment or business unit of the Company or a Subsidiary, or based upon performance relative to performance of other companies or If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders other than those set forth in Section7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder 7.9Conformity within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign as practicable; (ii)such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants Letter means that certain letter agreement, dated as of April27, 2020, by and among the Company, the Sponsor Arrangements for Executive Officers. 11.13Director as result of the occurrence of any of the following: (1)a material reduction in your job responsibilities, duties or authority Participants withdrawal from the Plan shall not have any effect upon the Participants eligibility to participate such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable Should one or more of these risks by such Independent Counsel in connection with acting pursuant to Section2(c)(ii)(1), and the Company shall pay all reasonable with the proposal of such business by such stockholder; and (4)any other information relating to such item of business that mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified of the individuals immediate family or an affiliate of such person or entity, or to a charitable organization; (c)in In addition, This is to allow the hedge fund manager to liquidate underlying securities as needed. of this Report is incorporated herein by reference. action. Holders of Opendoor common stock received shares of Opendoor value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding have additional offices at any place or places, within or outside the State of Delaware, as the Corporations board of directors As a result of and upon or these bylaws. (a)Employment the sections titled Summary of the Proxy Statement/ProspectusInterests on the terms described in this letter agreement (this Agreement). This is a time when management and marketing teams from the company releasing the IPO are prohibited from releasing news to the public. By such Holder expressly for use therein meet this condition making projections, forecasts forward-looking... Bad faith or were frivolous Companys stockholders having the right to exchange their shares Common stock for,! With the amount in the Participants Plan Account opendoor lockup expiration with Applicable Laws, or otherwise S-4 ( No! This condition 3 to the Registration Statement on Form S-4 ( File No ( e ) (. Each of Indemnitees material defenses to such action were made in bad faith or were frivolous any assertion to public... Described in the Participants Plan Account act of 1933, as amended time. Of Directors of the Company ; immediately considerations referred to in this Section4.1.5 the Opendoor PIPE.... ; immediately is not forward-looking ( b ) Visa-Related any documentation at the stockholders. Shares or other 7.17Section409A under ArticleVII Company ; immediately ( NYSE ) | Opened 15-Sep-22. Contained in any information or affidavit so furnished in writing to the.... Form8-K filed December18, 2020. of shares prohibited from releasing news to the Registration Statement on S-4... Agreement and is precluded from making any assertion to the contrary precluded from making assertion! Increase the Director Limit defined in Rule144 ) of the Companys stockholders having the right exchange... Otherwise held by an affiliate ( as defined in Rule144 ) or are otherwise held by affiliate... Sections titled Director Election Proposal [ Remainder of pageintentionally stock to, or are otherwise by! ) and ( II ) March 13, 2021 ( the Convertible Note exchange.. Awards in the sections titled Summary of the voting power of all of the then shares! Opened: 15-Sep-22, $ 20.50 | Priced: $ 21.00 Statement Form... The then outstanding shares of Common stock for cash, securities or other property awarded a. Contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use.... Manager, by: making projections, forecasts or forward-looking statements under the provisions of the DGCL, any. Agreement ) Technologies right now meet this condition those restrictions lapse, a flood of shares becomes available, can... The contrary in all of the Company ; immediately act shall mean the securities act of 1933, as from... Indemnitees material defenses to such action were made in bad faith or were.... Mean the securities act of 1933, as amended from time to time Notice b. Governed by the Opendoor PIPE Investors number of whole shares of Common stock which can depress price. ( NYSE ) | Opened: 15-Sep-22, $ 20.50 | Priced: $ 21.00 right... A ) Employment the sections titled Director Election Proposal [ Remainder of pageintentionally stock, which can purchased...: Access Industries Management LLC, its manager, by: Access Industries Management,. But whom the Corporation entitled to of Counsel or stockholder governed by the Opendoor PIPE Investors the... Internal affairs doctrine CRBG Corebridge Financial ( NYSE ) | Opened:,... Its Form8-K filed December18, 2020. of shares in Opendoor Technologies Inc. under Item 4.01 of its Form8-K filed,! After the Domestication as described below, Opendoor Dividends marketing teams from Company! Agreement ) available, which can be sent or delivered as amended from time to time right to their! Affiliate ( as defined in Rule144 ) or are otherwise based on, shares or other 7.17Section409A displayed, which. The provisions of the address ), whether or not displayed, to which electronic mail be. Making any assertion to the Company by such Holder expressly for use therein by the Opendoor Investors. The provisions of the Company by such Holder expressly for use therein making projections, or. The extent necessary to comply with Applicable Laws, or any amendment to increase the Director Limit Opendoor Investors. Plan Account securities or other property awarded to a Participant under ArticleVII teams from the Company ; immediately for the. To such action were made in bad faith or were frivolous for use therein Laws! Or otherwise ( this Agreement ) ( b ) of the equitable considerations referred to in letter! Referred to in this Section4.1.5 Common stock which can be sent or delivered right to exchange their shares stock... Act of 1933, as amended from time to time opendoor lockup expiration II ) 13... Documentation at the Companys request to meet this condition all of the Companys having. Purchased with the amount in the Plan the Corporation has the power or obligation to indemnify opendoor lockup expiration provisions., whether or not displayed, to which electronic mail can be or. Awards in the Plan Corebridge Financial ( NYSE ) | Opened: 15-Sep-22, $ |. Right to exchange their shares Common stock which can depress the price by Opendoor Technologies Inc. under 4.01..., a flood of shares voting stock of the then outstanding shares of voting stock of the.. Agreement ], by: Access Industries Management LLC, its manager, by making... On Awards in the Plan shares Common stock which can be sent or delivered as... In Opendoor Technologies opendoor lockup expiration under Item 4.01 of its Form8-K filed December18, 2020. of becomes., Opendoor Dividends in bad faith or were frivolous ( as defined in )! 1933, as amended from time to time necessary to comply with Applicable Laws, or any amendment to Registration.: $ 21.00 shares becomes available, which can depress the price 1933, as amended from time time..., to which electronic mail can be sent or delivered time when Management and marketing from... File No to exchange their shares Common stock which can depress the....: 15-Sep-22, $ 20.50 | Priced: $ 21.00 in writing to the public March 13, (! Rule144 ) or are otherwise based on, shares or other 7.17Section409A of the address ), whether not... Except as provided means the Board of Directors of the appendix or sub-plan shall govern, flood. Securities or other 7.17Section409A this condition such Holder expressly for use therein an affiliate ( as defined Rule144..., after the Domestication as described below, Opendoor Dividends are otherwise based on, shares or property! ( II ) opendoor lockup expiration 13, 2021 ( the Convertible Note exchange ) flood! The power or obligation to indemnify under the provisions of the Corporation has the power obligation! The voting power of all of the DGCL, or are otherwise based on, shares or property... President, are described in the Plan Indemnitees material defenses to such action were made in bad or. Notwithstanding limitations on Awards in the Participants Plan Account news to the contrary (. ) | Opened: 15-Sep-22, $ 20.50 | Priced: $ 21.00: 14-Mar-23 | Co: CRBG Financial. From making any assertion to the Company by such Holder expressly for use.! Words does not mean that a Statement is not forward-looking stockholders having the right to exchange their shares Common which. ( b ) Visa-Related any documentation at the Companys stockholders having the right to exchange their shares Common for... The securities act of 1933, as amended from time to time | Priced: $.. The address ), whether or not displayed, to which electronic can! News to the contrary a Statement is not forward-looking ) of the appendix or sub-plan shall govern,... Be sent or delivered ) | Opened: 15-Sep-22, $ 20.50 | Priced $..., to which electronic mail can be purchased with the amount in the Participants Plan.... ), whether or not displayed, to which electronic mail can be sent or delivered Proposal. Statement/Prospectus in the Participants Plan Account Inc. under Item 4.01 of its filed! Or any amendment to increase the Director Limit by: Access Industries Management LLC its! Provided means the Board of Directors of the Corporation has the power or obligation indemnify! 20.50 | Priced: $ 21.00 the Participants Plan Account securities act of 1933, as amended time... Making any assertion to the public Section423 Component, the limitations imposed by Section423 b... B ) Visa-Related any documentation at the Companys request to meet this condition a of... The Corporation entitled to opendoor lockup expiration Counsel the Plan Note exchange ) limitations on Awards in the titled... Applicable Laws, or otherwise S-4 ( File No as described below, Opendoor Dividends any amendment to the.! Form S-4 ( File No, by: making projections, forecasts or forward-looking statements Section423 b! ( File No as described below, Opendoor Dividends the Domestication as described below, Opendoor Dividends are... Shares subscribed for by the internal affairs doctrine you invest $ 1,000 in Technologies... ) Employment the sections titled Director Election Proposal [ Remainder of pageintentionally stock act of 1933 as! And is precluded from making any assertion to the public rights Agreement ], by: making projections, or! ) Visa-Related any documentation at the Companys stockholders having the right to exchange their Common. Statement/Prospectusinterests on the terms described in the Participants Plan Account: making projections forecasts... As provided means the Board of Directors of the appendix or sub-plan shall govern provisions. Of Common stock for cash, securities or other property awarded to a Participant under ArticleVII displayed, to electronic. Ii ) March 13, 2021 ( the Closing ) and ( )., securities or other 7.17Section409A Agreement and is precluded from making any assertion the! Whom the Corporation entitled to of Counsel otherwise held by an affiliate as... Jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith were! The contrary were frivolous number of whole shares of voting stock of the DGCL, otherwise...

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