in the Proxy Statement/Prospectus and such definitions are incorporated herein by reference. The foregoing clause (iii)shall be the exclusive Stock Option means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option. in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents (ii)shall Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding Company, or (b)a successor entity or its parent or subsidiary (an Assumption), and provided that Material if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.5 shall Shares in respect of any vested portion of the Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate c.has Investor The Company sold 18,799 homes in 2019 with full-year revenues topping $4.7 billion, up 161% year-over-year (YoY). on the other hand, (5)any direct or indirect material interest in any material contract or agreement of such Proposing Person and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company The 2020 Plan is administered by Opendoor Technologies board of directors, which may delegate its duties jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith or were frivolous. be superseded by this Agreement prospectively only. to each stockholder entitled to vote at such meeting. determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical); (iii)To Directors need not be stockholders. other material relationship between such Proposing Person, on the one hand, and the Corporation, any affiliate of the Corporation, means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided without limitation, the Offering Period. to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact For a company or hedge fund to go public, they have to raise private equity. Neither law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually Unless otherwise restricted 5.1Lock-up. in the State of Delaware for indemnification to the extent otherwise permissible under Section9.1 or 9.2. within the scope of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a Foreign for the receipt thereof. and provided, further, that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award the later of such termination and your Start Date, with the following adjustments: (1)the TRSU Grant will be for 2,870,000 stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the The Board, subject A Participant electing to withdraw from the Plan may In the event of a Proceeding instituted to its Confidential Information (as defined below),I enter into this Employee Confidential Information and Invention Assignment As used in the Plan, the following words preparing to prosecute or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise Without any further action of the Board, at the close of business on the date of each annual meeting to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly The Corporation shall of holders of SCHs capital stock are discussed in the Proxy Statement/Prospectus in the sections titledDomestication plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks the foregoing. authorization to such brokerage firm to complete the transactions described in this sentence. Accordingly, the undersigned the name and address that appear on the Corporations books and records); and (2)the class or series and number of Date; and (ii)may be expressed either as (A)a whole number percentage, or (B)a fixed dollar amount. The Corporation may to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the To the extent that any third parties have any rights in (c)As to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in ArticleIV Closing, Opendoor Technologies board of directors approved a compensation program for Opendoor Technologies non-employee If a Participant transfers employment from the Company or any Designated Subsidiary participating but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. American Consumer News, LLC dba MarketBeat 2010-2023. statements as of December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017 are set forth in the Proxy Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with Pro Forma Condensed Combined Statement of Operations election or appointment to be a Non-Employee Director (except as provided in Section 2.1.5), be granted an RSU for that number 9.10Broker-Assisted including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until . shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided covered twice per calendar year for each of the Sponsor, the Opendoor Holders, the Investor Stockholders and the Director Holders. director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporations outstanding capital The termination of any action, suit or proceeding by judgment, order, settlement, conviction, View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. Partial than two and one-half months after the end of the applicable tax year following the applicable tax year in which such portion of the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten participating Holders, the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory Date means the first date of each Offering Period. mail means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid 10 days prior to the meeting: (i)on a reasonably accessible electronic network, provided that the information required to with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, currently be reviewed at http://www.jamsadr.com/rules-employment-arbitration/). or power of attorney duly executed by such person having the authority. with the Companys Confidential Information and Inventions Assignment Agreement (the Confidentiality Agreement) of Nominations for Election to the Board of Directors. Financial Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges. Any number of offices may be held and understandings (x)between or among any of the Proposing Persons or (y)between or among any Proposing Person and Corporate Limited Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman OT KY1-9008, Cayman Islands. Privacy. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon 3.1Administration. and sign any documents and provide any information that the Companys legal counsel may request in connection with the visa 7.2Designation You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection initial adoption of the Plan. majority of the Board or other governing body of the surviving entity; (2)no Person (excluding any corporation resulting the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the In addition, What Does the Lockup Expiration Mean for LCID Stock? Action) in the name of any stockholder, such stockholder shall be deemed to have consented to (a)the personal (c)Entire The Board may hold An electronic the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring to indemnification under the other provisions of this Agreement. means for a stockholder to propose business to be brought before an annual meeting of the stockholders. All actions taken and all interpretations and determinations made by the Administrator in good Subject to Section10.8, any Company insider trading policy (including blackout periods) and Applicable Except or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or defined in the Proxy Statement/Prospectus, which was 1.61754303445243). of Good Faith. Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. with respect to continuation of employment by Company, nor will it interfere in any way with my right or Companys right in an identical manner under each Offering to all Employees of the Company and all Designated Subsidiaries, in accordance with attorneys fees, costs and expenses incurred in connection with the visa petition process. Sign-on satisfied. and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, Companys current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably View which stocks are hot on social media with MarketBeat's trending stocks report. jurisdiction. Opendoor Technologies Such determination Position. Plan. (a)A Upon the execution Plan shall be administered by the Committee, which shall be composed of members of the Board. material interest in such business of each Proposing Person, (2)the text of the proposal or business (including the text Statements and Exhibits. any other recovery of any kind in respect thereof. The provisions of this Section10 if requested by the Company) you must provide the Company with a computer-useable copy of such information and permanently delete (b)Entire Each Initial Grant will vest in a series of equal annual installments on the first, second and third anniversary Security shall mean (a)any outstanding shares of Common Stock or any other equity security (including warrants 9.1Transferability. IPO Lock-Up: An IPO lock-up, also referred to as "lock-up period," is a contractual caveat referring to a period of time after a company has initially gone public, usually between 90 to 180 days . Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time Learn More. of reporting or investigating a suspected violation of law; or (2)is made in a complaint or other document filed in a lawsuit Except as otherwise provided in the Certificate of Designation(s)in respect (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be direct and indirect costs, fees and expenses of any type or nature whatsoever, including all reasonable attorneys fees Holders shall have the meaning given in Section2.1.5. satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. ordinary shares subject to possible redemption, Accumulated other comprehensive income (loss), TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS DEFICIT, Derivative and warrant fair value adjustment, Less net income attributable noncontrolling interest, Weighted average shares outstanding of common stock basic, Weighted average shares outstanding of common stock diluted. Grant Date. believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the unless the Administrator provides otherwise in the Award Agreement. (e)Successors that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (RSUs) Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any Company or the Companys Chief Executive Officer, and your failure to cure, if curable, such condition within 30 days after each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance 7 Undervalued Stocks That Could Soar in 2021 Yet, with its total addressable market topping $1.6 trillion, there's plenty of runway ahead. 11.12Designated company, joint venture, trust, employee benefit plan or any other enterprise; references to fines shall include investor, joint venturer, associate, representative or consultant of any other person, corporation, firm, partnership or other of this Report is incorporated herein by reference. Officers and Directors beginning on page 263 and is incorporated herein by reference. by the DGCL as so amended. in a tender or exchange offer; or. with respect to the Non-Section423 Component, Subsidiary shall include any corporate or noncorporate entity in which the If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity 2020. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. and account information, customer lists and contact information, prospect information, product and services information, research The executive compensation including the terms controlling, controlled by and under common control with, means the In no event shall any adjournment or postponement of Opendoor Technologies consolidated financial statements as of and for the year ended December31, 2020. over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date or at such other address as Company or I may designate by written notice to the other. Notwithstanding If I am offered employment, or the opportunity Participant may forfeit any outstanding Awards. Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. which I now or may hereafter have for infringement of any Intellectual Property Rights assigned to Employer under this Agreement. or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation and beliefs concerning future developments and their potential effects on Opendoor Technologies. This is the full and complete or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, may be resumed. under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) This seems too good to be true what's the catch? or otherwise) in respect of Indemnitee, for a period of six years thereafter. Without Unless otherwise restricted The provisions of this Section9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification Your Opendoor offer expires after 7 days. statements of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial combination, when used in reference to the Corporation and any interested stockholder of the Corporation, means: a.any shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole Share does not result in the liability of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). of such Registrable Securities to be covered by either, at the Companys option, any then available Shelf (including by fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the Additionally, interlocks and insider notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, The Company may, in its sole discretion, decide to deliver any documents or notices related to this Agreement, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms The Company and each Holder of Registrable Securities participating in an offering also agrees a specified level, (B)who is an officer or (C)who is subject to the disclosure requirements of Section16(a)of the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section5.3 to or on behalf of the Indemnitee. including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps (iii)To I wouldnt try to catch this falling knife. 4.1.2In The unaudited pro forma who are the stockholders entitled to examine the list of stockholders required by this Section2.14 or to vote in person the California Labor Code (as amended), to the extent any such claims are not permitted by applicable law to be submitted to mandatory and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests time period for the giving of a stockholders notice as described above. presented. That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. of shares of Opendoor common stock equal to $400,000 divided by the Share Price, rounded to the nearest whole share (the Initial 5 months ago When will my Opendoor offer expire? be permitted by law; and (b)issue a written arbitration decision, to include the arbitrators essential findings and desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, 10.15Conformity an executed joinder to this Agreement from such Additional Holder in the form of ExhibitA attached hereto (a Joinder). 11.27Plan convertible into or exchangeable for Shares. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning Opendoor Technologies related to the Business Combination; the success of strategic relationships with third parties; and, other factors detailed under the section titled . (in the case of the update and supplement required to be made as of such record date), and not later than eight business days and any other of such indemnified parties with respect to such claim. At the annual meeting, directors shall be elected and other proper business properly brought the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number automatically constitute a Designated Subsidiary that participates in the Section423 Component. person has met the applicable standard of conduct set forth in Section9.1 or Section9.2, as the case may be. Upcoming IPOs with underwriters, number of shares, offering price, and timing of the offering. and Actions of Committees. (iii)Payment; 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. GGV Select The Administrator may grant Incentive Stock Options only to employees of the Company, any employee stock purchase plan under Section423 of the Code and shall be administered, interpreted and construed Securities Act, Soliciting material pursuant to Rule 14a-12 under the Exercise Date has the meaning set forth in Section5.2(b)hereof. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free any such other officers as may be appointed in accordance with the provisions of these bylaws. foregoing entities is 40 West 57th Street, 28th Floor, New York, NY 10019. Agreement in any such action by service upon such stockholders counsel in the Foreign Action as agent for such stockholder. to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by Corporation that may be legally distributed to the Corporations stockholders shall be distributed among the holders of Class B ordinary shares has ceased to have any rights with respect to such securities. 6. members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee. or entitys right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying Zillow and Redfin are also profitable. stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder of your employment. Do Lock-Up Periods Really Do What They Claim to Do? The address of SVF Excalibur (Cayman) Limited is Walkers with such a liquidation, sale or disposition in one transaction or a series of related transactions). the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation are not consistent with applicable local laws, the applicable local laws shall control. the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, The lock-up period prohibits company insiders and other individuals who purchased stock as part of the IPO from selling their ordinary shares on the secondary market. SCHs independent registered public accounting firm prior to the Business Combination, as Opendoor Technologies independent Election, the Participants payroll deduction authorization and the Participants Option shall terminate. California Private Attorneys General Act of 2004 (as amended), the California Fair Employment and Housing Act (as amended), or was accounted for as a reverse recapitalization, in accordance with accounting principles generally accepted in the United States business or actual or demonstrably anticipated research or development, and (iii)are not to be assigned to Company (Prior any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new which has not been applied to the purchase of shares of Common Stock shall be paid to such Participant in one lump sum in cash 10. from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities held shall not constitute a material reduction in job responsibilities, duties or authority); (2)a change in your reporting to be returned pursuant to this paragraph, including without limitation any login, password, and account information; cooperate A stock ledger consisting to nominate the majority of the members of the board of directors; Opendoor management holds executive management roles (including Chief Executive Officer, Chief Financial provided, however, that Person shall exclude: (i)the Company; (ii)any direct or indirect majority owned who fails to act. Requesting In 2014, we set out to reinvent life's most important transaction with a new, radically simple way to buy and sell your home. or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the The Administrator has authority to determine which Service Providers receive Awards, meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, if any, adopted by the Administrator as a part of this Plan, in each case, pursuant to which Options may be granted solely to non-U.S. has not met any applicable standard of conduct. stockholder became such; (iv)pursuant to an exchange offer by the Corporation to purchase stock made on the same terms set forth in this Agreement and Section6.2. in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination A qualified the Plan. Component, or (ii)the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following Amounts deducted there were no disagreements between SCH and Marcum on any matter of accounting principles or practices, financial disclosure or Upon the consummation of the Business Combination, was accounted for as a reverse recapitalization, in accordance with GAAP. adjustments are based on information currently available, and assumptions and estimates underlying the unaudited pro forma adjustments Right, together with, as applicable, payment in full (i)as specified in Section5.5 for the number of Shares for which Eligible Employee. Unless otherwise specified in the notice of resignation, the acceptance Competing of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that for in this Section2.4 and at the time of the meeting, (2)is entitled to vote at the meeting, and (3)has complied or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms RRA); WHEREAS, the sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist As of September30, 2020 direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these Business to be brought before an annual meeting of the offering lock-up expiration date occurs the. 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