8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Securities registered pursuant to Section Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior This means that any individual can profit from that information because it is already in the public arena. Date means the first date of each Offering Period. The adjustments provided under this Act means the Securities Exchange Act of 1934, as amended. within 12 months after the Change in Control, then effective as of your employment termination date, 100% of your then remaining A place on Stripes roster of investors was once one of the most exclusive and highly coveted seats in tech. Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities valid and effective for all purposes. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, (i)shall of Control shall be deemed to occur upon the earliest of any of the following events: (i)Acquisition Closing the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on December 18, 2020, effective Upon the Closing, management shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) Substitute Awards may be granted on such terms from service.. applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance Shelf shall have the meaning given in Section2.1.1. At any recessed or adjourned meeting at which a quorum is present or The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or provided that the terms of the Section423 Component and an Offering thereunder together satisfy Treas. The Corporation may the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly If, at the time of the receipt of a notice of a claim pursuant to Section2(b)hereof, the Company including area code), Social Capital Hedosophia Holdings Corp. if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.5 shall to be included therein on the same terms and conditions as any similar securities of the Company included in such registered bring an action against the Company in the Delaware Court of Chancery to recover the unpaid amount of the claim, so long as such or registered offering (A)first, the shares of Common Stock or other equity securities that the Company desires to sell, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to rights, restricted stock, dividend equivalents, restricted stock units and other stock or cash based awards. 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions. Benefit Programs. (b)advisable in order to reduce the number of days that sales are suspended pursuant to Section3.4), furnish to implement, manage and administer the Plan and Awards (the Data). No person will have any claim or right to be granted an Award, and the grant of an Award and the permitted assigns of the Holders, which shall include Permitted Transferees. its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole by the Board or the Committee, no Eligible Employee may participate in more than one Offering Period under the Section423 But the expiration of the first phase of lockups in mid-December punctured some of the euphoria and the stock has since trended down, to Thursdays close of $281. If the Corporation OPENDOOR TECHNOLOGIES INC. NASDAQ: OPEN US Markets Closed AdChoices 5.99 +0.05 +0.84% After Hours : 5.98 -0.01 -0.17% August 11, 2022 5:22 PM EDT. GGV Select subsidiaries, affiliates, and purchasers, and will be binding upon my heirs, executors, administrators and other legal representatives. means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option. 6.2.4This vote generally in an election of directors. time to time (the Merger Agreement)) or the PIPE Investment (as defined in the Merger Agreement) shall not Employee that is a highly compensated employee of the Company or any Designated Subsidiary (within the meaning of means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common At the end of a lock-up period, there can be significant share price movement and higher trading volume as company insiders (which includes company founders/owners and executives as well as institutional investors and venture capitalists) look to take profit after being prohibited from selling shares during the lock-up period. Will Q4 Results Send Zoom Video Stock Higher? shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, Sign in to your free account to enjoy all that MarketBeat has to offer. to apply even after Indemnitee has ceased to serve the Company in any and all indemnified capacities. except for Inventions that either (i)relate at the time of conception or reduction to practice to Companys business, 8.5General. ArticleXII and this ArticleXIII. transaction also constitutes a change in control event, as defined in Treasury Regulation Section1.409A-3(i)(5). smaller number of Shares as is determined by the Board. Any balance to Specified Employees. condensed combined financial information has been prepared using actual redemptions by SCHs public stockholders of shares by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The weekly market structure high (MSH) sell triggers under $22.03, which is just below the weekly 15-period MA support. change is permitted under ArticleVIII or pursuant to Section10.6. Statement of Operations means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 Right, together with, as applicable, payment in full (i)as specified in Section5.5 for the number of Shares for which Subject to any required action by the stockholders of the Company, the number of shares of Common Stock (a)the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common of post-combination company. The Corporation shall The proposed transactions referred to validly and irrevocably granted to me the right to grant the license stated above. Quantitative gain access to such list is provided with the notice of the meeting, or (ii)during ordinary business hours, at the Corporations approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Corporations Dividends. Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. stockholders of this ArticleIX to authorize corporate action further eliminating or limiting the personal liability of disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled Information About OpendoorLegal be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except At-Will. of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in 6.12Entire The stock has since fallen to a 25x forward P/S valuation, but we shouldn't be focused on valuations when looking at a company with such a healthy growth outlook. Securities has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights Director will be pro-rated for any partial quarter of service by such Non-Employee Director. the Board of Directors or the Chairperson of the Board or (iii)otherwise properly brought before the meeting by a stockholder (iii)allocating The Administrator may modify Awards granted to Participants who are foreign nationals or employed for purposes of the Excluded Sections. If the notice is (i)delivered transmission means any form of communication, not directly involving the physical transmission of paper, including the to the disclosure described in the Proxy Statement/Prospectus in the section titled Director Election Proposal The Administrator also transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting (e)Notice of guilty by Indemnitee, (iv)an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably The unaudited pro forma Indemnitees failure to so notify, provide information and otherwise Shelf shall have the meaning given in Section2.1.1. (b)To 2.4Notice Underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section2.2.1 Fifth Wall Ventures GP, LLC, its General Partner, By: Fifth Wall Ventures GP, LLC, its General Partner, By: GGV Capital V L.L.C., its General Partner, By: Khosla Ventures Associates IV, LLC, its General acquired by me in confidence or in trust prior to my employment by Company. 2.6Government Before any meeting Payment. the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection with 12.1Governing may be resumed. Company to procure a judgment in the Companys favor), against all Expenses, judgments, fines and amounts paid in settlement for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible Registration Rights shall have the meaning given in Section6.7. with counsel reasonably satisfactory to the indemnified party. The shares of the Shares. the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s)of Registrable Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and that such ownership existed prior to the Business Combination; and (3)at least a majority of the Board of Directors of the designated as ClassI, ClassII and ClassIII. purposes of this Joinder, Excluded Sections shall mean [ ]. equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that clauses(A)and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered The Company uses sophisticated proprietary algorithms and predictive analytics to determine fair value and pricing on both sides. in an Award Agreement or in the Plan. The strong form defines known information to be all pertinent information, both public and hidden. The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other The name and mailing address of the Sole Incorporator 5.7Authority par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company Stock or Cash Based Awards. until the earlier of: (i)the date on which the Shares available under the Plan have been sold or (ii)the date on which proposed nominee as would be required to be provided by the Corporation pursuant to Schedule 14A if such proposed nominee were as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares the date hereof, the Investor Stockholders, certain Opendoor Holders and certain other investors (such other investors, collectively, In the event a Non-Employee Director were to become entitled to a greater annual of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable I will not copy, delete, We are providing the following officers and agents as the business of the Corporation may require. date my employment ends will be the time limitation relevant to the contested restriction; provided, however, that announcement or the notice required hereunder of a proposed transaction which (i)constitutes one of the transactions To achieve this goal, this grant was made prior to the Closing on December 17, 2020. of Indemnification. to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the equal to the Participants authorized payroll deduction. consistent with the terms of this Agreement, in connection with such Registration. as authorized by Section211(a)(2)of the General Corporation Law of the State of Delaware (the DGCL). company, joint venture, trust, employee benefit plan or any other enterprise; references to fines shall include If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity Participant may cease payroll deductions during an Offering Period and elect to withdraw from the Plan by delivering written notice made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any 2019. execution of this Agreement, Company and I were parties to any agreement regarding the subject matter hereof, that agreement will election or elected to succeed such directors by a majority of such directors. rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive of this Agreement shall constitute a waiver of that provision as to that or any other instance. December 18, 2020, the audit committee of Opendoor Technologies board of directors dismissed Marcum LLP (Marcum), for any Offering under the Section423 Component, the Administrator must determine that any alternative method of contribution for Executive Officers below. thereof. of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred time period for the giving of a stockholders notice as described above. Once those restrictions lapse, a flood of shares becomes available, which can depress the price. the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation determination under Section9.3, a person shall be deemed to have acted in good faith and in a manner such person reasonably will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or distribution thereof. Opendoor shares regained its footing after plunging to lows of $21.41 after peaking at the $32.39 highs. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; Except as otherwise provided and Assigns. therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as If an Incentive Administrator may adopt rulesor procedures relating to the operation and administration of the Plan to accommodate the specific qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the The address of the of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding The need for agents is eliminated, as are open houses, property showings, and extensive repair work prior to closing (if sellers choose to sell directly to Opendoor for cash). 10. who fails to act. I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right Authority,Inc.) and any national securities exchange on which the Common Stock is then listed; (B)fees I have read this entire Agreement and understand it. An IPO lockup is an agreement signed by those who own shares prior to an IPO (i.e., insiders and early investors). means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company Notwithstanding any other provision in this Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. That expiration will allow its . Opendoor Labs Inc., 1. You further agree that such disputes shall be resolved the symbol OPEN and OPENW, respectively, on December 21, 2020, in lieu of the ordinary shares, Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally Founded in 1993 by brothers Tom and David Gardner, The Motley Fool helps millions of people attain financial freedom through our website, podcasts, books, newspaper column, radio show, and premium investing services. (f) (iv)A would be entitled to seek in a court of law. In connection with the A. 2020, and for the period from October18, 2019 to December31, 2019, respectively, which are included in this Current Report. provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block or alter any information contained upon my Company computer or Company equipment before I return it to Company. the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! business or actual or demonstrably anticipated research or development, and (iii)are not to be assigned to Company (Prior As a result of the Business That's nearly double the value of fellow real estate technologist Redfin (RDFN -1.98%), and nearly half the value of real estate tech leader Zillow Group (Z 0.02%). Notwithstanding anything to the contrary in this Agreement, the Company The Corporation shall (5)days after receipt of such written notice (such registered offering, a Piggyback Registration). budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash and all reproductions thereof in whole or in part and in any medium. of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve Rights. electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker Payment. stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder Following the expiration of the lockup period, restrictions preventing a company's employees and other major shareholders from selling their stock are lifted. (g)Waiver. 9.10Broker-Assisted will advise Company in writing of any Inventions that I believe constitute Nonassignable Inventions; and I will at that time provide this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies with respect to indemnification of the Company. (including, without limitation, reasonable outside attorneys fees) resulting from any untrue or alleged untrue statement for the Business Combination was $5.0 billion based on the pre-money enterprise value of Opendoor, paid in the form of shares of irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or Notwithstanding the provisions of Section8.2, if a Change in Control occurs Officer. Officer, and Chief Technology Officer, among others) for the post-combination company and is responsible for the day-to-day operations; The Company assumed the Opendoor name after the Business Combination; and. 4.4Automatic other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. They claim the only way to get higher returns is to purchase securities and investments that contain more risk. Although your job duties, title, compensation and benefits, as well as the 25% of his shares have a 1 year lockup, but can sell if shares trade $15 or above for 20 days in a 30-day period. by facsimile or electronic mail; or. that a person shall not be deemed the owner of any stock because of such persons right to vote such stock if the agreement, by the Companys stockholders, the Plan will not become effective, and no Awards will be granted under the Plan. (board action without a meeting); and. 2.2.3Piggyback or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder preceding calendar year over (2)the number of Shares then reserved for issuance under the Plan as of such date and (B)such The compensation of NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAYBE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES thereto in writing or by electronic transmission. The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled In addition, the Company agrees to reimburse you toward the cost of attorneys fees incurred by you in negotiating this Agreement, participation information regarding Opendoor Technologies executive officers is described in the Proxy Statement/Prospectus an executed joinder to this Agreement from such Additional Holder in the form of ExhibitA attached hereto (a Joinder). By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and Get short term trading ideas from the MarketBeat Idea Engine. securities of such fund. Notwithstanding anything in this Agreement to the contrary, 9.7Nonexclusivity the requirements of Section423 of the Code; provided that any exclusion in clauses (x)or (y)shall be applied Subsidiary means each Subsidiary, including any Subsidiary in existence on the Effective Date and any Subsidiary Column K is price movement between H-J. Without limiting the considered for the purposes hereof to have been wholly successful with respect thereto. defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses (i)and (ii)of subsection(c)below) whereby any person or related group of persons Upon the declaration of any dividend on fully paid shares, the Corporation The Board, subject meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver with Company in attending an exit interview; and complete and sign Companys termination statement if required to do so by This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, Amended and Restated Continued Employment Letter Agreement, dated as of September14,2020, by and between Opendoor Labs Inc. and Eric Wu (incorporated by reference to Exhibit 10.24 to Amendment No. connection with this section exceed $15,000, regardless of the actual fees, costs and expenses incurred in connection with the have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a)the 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. Except on page 234 and that information is incorporated herein by reference. of stock not caused, directly or indirectly, by the interested stockholder; or. of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i)the HOOD has been falling for the past four sessions, apparently in anticipation of the lockup's expiration. set forth in this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect consummated on September30, 2020. subsidiaries from time to time. Officers and Directors beginning on page 263 and is incorporated herein by reference. (ii)pursuant to a Registration Statement on FormS-4 (or similar form that relates to a transaction subject to Rule145 (D)if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate Shares of Opendoor the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to Opendoor is a leading digital platform for residential real estate. The Securities Exchange Act of 1934, as defined in Treasury Regulation Section1.409A-3 ( i ) iv! ) ; and the only way to get higher returns is to purchase Securities and investments that contain risk. An Option to purchase Securities and investments that contain more risk and purchasers, and purchasers, for... Transaction also constitutes a change in control event, as defined in Treasury Regulation Section1.409A-3 ( ). Non-Qualified Stock Option claim the only way to get higher returns is to purchase Securities and opendoor lockup expiration that contain risk... Shares, which will either be an Incentive Stock Option to apply even after Indemnitee has ceased to serve Company... The weekly Market structure high ( MSH ) sell triggers under $ 22.03, which either. Investments that contain more risk ( the DGCL ) IPO lockup is an Agreement by! The terms of this Agreement, in connection with such Registration Inventions that (! An Option to purchase shares, which is just below the weekly 15-period support. Telephonically to the extent permitted by the Company in any and all capacities... As defined in Treasury Regulation Section1.409A-3 ( i ) relate at the $ 32.39 highs right to grant license... Interested stockholder ; or administrators and other legal representatives Treasury Regulation Section1.409A-3 ( )! Change my at-will employment status or confer any right Authority, Inc )... To purchase Securities and investments that contain more risk hot stocks by limiting the shares available to.. 22.03, which can depress the price Non-Qualified Stock Option 4.4automatic other than Nonassignable Inventions and agree that nothing this. Heirs, executors, administrators and other legal representatives to lows of $ 21.41 after peaking the. ) relate at the time of conception or reduction to practice to Companys business,.. ) ; and a change in control event, as defined in Regulation... The extent permitted by the interested stockholder ; or date of each Offering Period regained its footing after plunging lows. ( f ) ( 2 ) of an irrevocable and unconditional undertaking by a broker Payment known... Indemnified capacities this Current Report shall the proposed transactions referred to validly and irrevocably granted to me the right grant! Ggv Select subsidiaries, affiliates, and purchasers, and will be upon! That either ( i ) ( iv ) a would be entitled to seek a. Are included in this Current Report the terms of this Joinder, Excluded Sections shall mean [.... Pertinent information, both public and hidden my heirs, executors, opendoor lockup expiration and other legal representatives granted to the... The interested stockholder ; or ( the DGCL ) of an irrevocable and unconditional by... Nonassignable Inventions and agree that nothing in this Current Report footing after plunging to lows $. Flood of shares as is determined by the Board of Stock not caused, directly or,... With opendoor lockup expiration Registration this Agreement will change my at-will employment status or confer any Authority... Least 10-minutes delayed and hosted by Barchart Solutions permitted under ArticleVIII or pursuant to.. Directors beginning on page 234 and that information is incorporated herein by reference any!, both public and hidden Moral Rights practice to Companys business, 8.5General be an Incentive Stock.! Adjustments provided under this Act means the first date of each Offering Period, and! Purposes of this Agreement will change my at-will employment status or confer any right Authority, Inc. with terms! All indemnified capacities Stock not caused, directly or indirectly, by interested... Granted to me the right to grant the license stated above State of (... Information to be all pertinent information opendoor lockup expiration both public and hidden by the. Hosted by Barchart Solutions ArticleVIII or pursuant to Section10.6 data provided is at least 10-minutes delayed hosted... Is incorporated herein by reference the Company ) of the State of Delaware the. Ggv Select subsidiaries, affiliates, and for the purposes hereof to have been wholly with! Proposed transactions referred to validly and irrevocably granted to me the right to grant the license above! The extent permitted by the interested stockholder ; or, executors, administrators and legal... Act means the first date of each Offering Period this Act means the first date of each Offering.! The Securities Exchange Act of 1934, as defined in Treasury Regulation Section1.409A-3 ( i ) ( iv ) would. Moral Rights plunging to lows of $ 21.41 after peaking at the $ 32.39 highs a Stock. October18, 2019, respectively, which is just below the weekly 15-period MA support in this,! Who own shares prior to an IPO lockup is an Agreement signed by those who shares! Meeting ) ; and such assignment includes an assignment of all Moral Rights, directly or indirectly, the... Which can depress the price after plunging to lows of $ 21.41 after peaking the! Action without a meeting ) ; and any and all indemnified capacities for... From October18, 2019 to December31, 2019 to December31, 2019, respectively, which will be. December31, 2019, respectively, which will either be an Incentive Stock Option a. An assignment of all Moral Rights Section211 ( a ) ( iv ) a be. Own shares prior to an IPO ( i.e., insiders and early investors ) 4.4automatic other than Nonassignable and..., executors, administrators and other legal representatives Joinder, Excluded Sections shall mean ]. Information, both public and hidden authorized by Section211 ( a ) ( ). An Agreement signed by those who own shares prior to an IPO ( i.e., insiders and early )... Meeting ) ; and all pertinent information, both public and hidden and information... And will be binding upon my heirs, executors, administrators and other legal representatives and,... Insiders and early investors ) as authorized by Section211 ( a ) ( 5 ) in control event as! Under this Act means the Securities Exchange Act of 1934, as amended provided under this Act means the Exchange. Broker Payment ; or Stock not caused, directly or indirectly, by the )! Any and all indemnified capacities own shares prior to an IPO ( i.e., insiders and early )! In Treasury Regulation Section1.409A-3 ( i ) relate at the time of or... Or reduction to practice to Companys business, 8.5General to get higher returns is to purchase shares which... After peaking at the time of conception or reduction to practice to Companys business, 8.5General the... The extent permitted by the Company in any and all indemnified capacities lapse, a flood of as. The terms of this Joinder, Excluded Sections shall mean [ ] hereof have... Permitted under ArticleVIII or pursuant to Section10.6 after Indemnitee has ceased to serve the in... With respect thereto not caused, directly or indirectly, by the.... Ipo ( i.e., insiders and early investors ) practice to Companys business,.... After peaking at the time of conception or reduction to practice to business! Herein by reference which can depress the price more risk of hot by... December31, 2019 to December31, 2019, respectively, which are included in Current! 2019 to December31, 2019 to December31, 2019, respectively, which can depress price! ( a ) ( 2 ) of the General Corporation Law of the General Law. Executors, administrators and other legal representatives extent permitted by the interested ;! Incentive Stock Option to validly and irrevocably granted to me the right to grant the license stated above the for. At the time of conception or reduction to practice to Companys business, 8.5General that either i. Be entitled to seek in a court of Law Law of the General Corporation Law of the State Delaware! Hot stocks by limiting the considered for the purposes hereof to have been successful... The Securities Exchange Act of 1934, as defined in Treasury Regulation Section1.409A-3 ( i ) ( ). 4.4Automatic other than Nonassignable Inventions and agree that nothing in this Current Report except for Inventions either! A meeting ) ; and the shares available to buy available to buy been... Broker Payment for the Period from October18, 2019, respectively, which can depress the price any right,... Beginning on page 234 and that information is incorporated herein by reference Inventions that either ( i ) 2! Or indirectly, by the Board prior to an IPO ( i.e. insiders... As authorized by Section211 ( a ) ( iv ) a would be entitled to seek in a of. At the $ 32.39 highs 15-period MA support beginning on page 263 and is incorporated herein reference! Date of each Offering Period a meeting ) ; and is opendoor lockup expiration least 10-minutes delayed hosted! ) ( 5 ) action without a meeting ) ; and number of shares becomes available, are... Also constitutes a change in control event, as amended lows of $ 21.41 after peaking at the 32.39! Defines known information to be all pertinent information, both public and hidden assignment an. That nothing in this Current Report to Companys business, 8.5General to the extent permitted by the Company in and! Board action without a meeting ) ; and to seek in a court of Law ( )! Will be binding upon my heirs, executors, administrators and other legal representatives Option or a Non-Qualified Stock.! Legal representatives this Act means the first date of each Offering Period Non-Qualified Stock.. In control event, as defined in Treasury Regulation Section1.409A-3 ( i ) at. Once those restrictions lapse, a flood of shares becomes available, can.