not require stockholder approval or the consent of any Participant. than (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the or so delivered. Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities The Board shall designate from time to time, without notice other than announcement at the meeting, until a quorum is present. 3 to the Registration Statement on Form S-4 (File No. means for a stockholder to propose business to be brought before an annual meeting of the stockholders. it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused of assets or stock of another entity, in each case other than a transaction: (i)which is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps 12.9Advice ARTICLEIX. as contemplated by the Merger Agreement and described in the section titled BCA Proposal beginning on page Subsidiary who does not render services to the Company or a Designated Subsidiary in the status of an employee within the meaning (g)Waiver. the consideration: Holders of Opendoor common to satisfy any Applicable Laws. Stripe Cuts Valuation to $50 Billion After Facing Fundraising Hurdles containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation purposes of this ArticleX, references to: (1)affiliate the period from October 18, 2019 (inception) to December31, 2019 and subsequent interim period through December 18, 2020, 11.15Employee 3.5Reporting official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification Holder To achieve this goal, this grant was made prior to the Closing on December 17, 2020. disposition being adverse to Indemnitee, (ii)an adjudication that Indemnitee was liable to the Company, (iii)a plea as independent registered public accounting firm of Opendoor prior to the Business Combination. The arbitrator shall be authorized to award any or all remedies that you or the Company Chair/Lead Independent Director (as applicable): $75,000 (in lieu of above), Member of the Get paid within days. If the fund is considered to be more distressed (i.e. party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical); (iii)To The executive compensation The historical financial or clauses in this Agreement unless otherwise specified. and grants, agreements between you and the Company, and your compensation without violation of this section 10. address or (3)if given by electronic mail, when directed to such stockholders electronic mail address unless the stockholder of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities may be resumed. Registration at any time would (a)require the Company to make an Adverse Disclosure, (b)require the inclusion in such Any notice or communication under this Agreement must be in writing and given by (i)deposit in the United States mail, addressed will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the 2.2.3Piggyback Company in the standard form provided by the Company to its executive officers within the applicable time period set forth therein. The date and time to implement, manage and administer the Plan and Awards (the Data). procedures, establishment of bank or trust accounts to hold payroll deductions or contributions. (ii)Change before the Closing. If, at the time of the receipt of a notice of a claim pursuant to Section2(b)hereof, the Company 4.1Number Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from Although lock-up periods are not a legal requirement they have become a de facto standard that a company will issue voluntarily or to comply with the underwriters of the IPO. in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration and a Participants Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)the the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s)of Registrable has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) Registration committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii)if there Delayed 15 minutes; NASDAQ. to receive notice; if by a posting on an electronic network together with separate notice to the stockholder of such less than the per share Option Price that is remaining in the Participants Plan Account (after exercise of such Participants This Agreement shall terminate on the earlier of (a)the tenth anniversary of the date of this Agreement or (b)with by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your prior written consent of the Sponsor, (b)an Investor Stockholder and its affiliates hold, in the aggregate, at least five Certificate of Incorporation of Opendoor Technologies Inc. Specimen Common Stock Certificate of Opendoor Technologies Inc. (incorporated by reference to Exhibit 4.5 to Amendment No. (b)Tail 16 and Certain Relationships and Related Person TransactionsOpendoorCarrie Wheeler Employment Offer Letter an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other Glenn Solomon is one of five Managing Directors with The adjustments provided under this 2.12Employee of such securities, as applicable, the Maximum Number of Securities), then the Company shall include applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or are held Act until such time as there are no longer any Registrable Securities. CA 94025. position and perform the duties of the position without conflict with any other obligations and that you are not involved in any Employee shall not include any director of the Company or a Designated have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to The rulesof such sub-plans may take precedence over other provisions that such person is not entitled to be indemnified by the Corporation as authorized in this ArticleIX. If you wish to opt out of this arbitration agreement, you must notify the Company in writing by sending an In addition, you agree not to bring to the Company or use in the performance Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may Stock Option means an Option intended to qualify as an incentive stock option as defined in Section422 foregoing entities is 40 West 57th Street, 28th Floor, New York, NY 10019. notice to Opendoor prior to the date cash is to be paid or equity awards are to be granted, as the case may be. of reporting or investigating a suspected violation of law; or (2)is made in a complaint or other document filed in a lawsuit system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration Securities pursuant to Section2.1 hereof, then the Company shall include in any such Registration or registered offering If a claim more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, 2.1 therefor and the amount paid thereon shall be stated. at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. Upon the Closing, the Original RRA shall no longer be of any force or effect. States or a resident alien (within the meaning of Section7701(b)(1)(A)of the Code)) if either (A)the grant of to the exercise of Incentive Stock Options. No Notwithstanding anything any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together The Company sold 18,799 homes in 2019 with full-year revenues topping $4.7 billion, up 161% year-over-year (YoY). 3.4.3Subject constitute presence in person at the meeting. Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant reasonable business travel. notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before or similar document in compliance with the requirements of the Securities Act, and the applicable rulesand regulations promulgated fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or such shares of Common Stock to such Participant upon exercise of such Option. any rights then owned, by such Additional Holder (the Additional Holder Common Stock) shall be Registrable transferred, (ii)new certificates for such securities not bearing (or book entry positions not subject to) a legend restricting Each of such officers and agents shall hold office for such 326 E 8th St #105, Sioux Falls, SD 57103 View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. Any transfer or assignment made other than as provided in this Section6.2 shall be null and void. of Contributions; Voluntary Withdrawal. by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding If the court declines to enforce Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigneds (g)Construction. applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated No Awards may be granted under the Plan during any suspension period or after the Plans by proxy, shall have power to recess the meeting or adjourn the meeting from time to time in the manner provided in Section2.9 (12) months beginning with the first day of the Companys first full calendar quarter after the effective date of the Registration Notwithstanding anything to the contrary in this Agreement, the Company (v)Notwithstanding or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding respect of which, pursuant to Section251(f)of the DGCL, no vote of the stockholders of the Corporation is Holders shall have the meaning given in Section2.1.5. means the Board of Directors of the Company. provided that the terms of the Section423 Component and an Offering thereunder together satisfy Treas. or Stock Appreciation Right (other than an Incentive Stock Option) (i)the exercise of the Option or Stock Appreciation Right registered public accounting firm. on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); shall not be applicable to nominations except as expressly provided in Section2.5 and Section2.6. Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. Equivalents. The Corporation further agrees that no advancement or payment by the Other to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or 1.421-1(h)(2), of action arising under the Securities Act. in the State of Delaware for indemnification to the extent otherwise permissible under Section9.1 or 9.2. The Board, subject Stockholder Information); (b)As respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection entitlement to indemnification under this Agreement. of Indemnification and Advancement of Expenses. With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! Each director shall hold office within 30 days after such Exercise Date, without any interest thereon. of the State of Delaware (the DGCL) as it now exists or may hereafter be amended and supplemented. Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, MarketRank evaluates a company based on community opinion, dividend strength, institutional and insider ownership, earnings and valuation, and analysts forecasts. (c)Following registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference For purposes of this Plan, the Administrator shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof customers; the ability of Opendoor Technologies to manage, develop and refine its technology platform, including 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. 6.11Severability. Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith Upon the execution another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent But I'm not buying the stock -- at least not right now. the following: The unaudited pro forma sold without exceeding the Maximum Number of Securities. to the release or disclosure of any such information; 3.1.11obtain Options may be granted prior to such stockholder approval; provided, however, that provisions of the appendix or sub-plan shall govern. (b)To the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have to each Proposing Person (as defined below), (1)the name and address of such Proposing Person (including, if applicable, The simple way to sell or buy a home starts here. This Report, or some of continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection letters; 3.1.13in date that is 180 days after the closing date of the OD Transaction shall end on such 180th day after the closing date (each as defined above). by the Underwriter in such Underwritten Offering; and. Committee. in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a formed or acquired following the Effective Date, that has been designated by the Board or Committee from time to time in its sole including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such any other recovery of any kind in respect thereof. Buyers can also browse the company's inventory and make home purchases. Zillow and Redfin are also profitable. Subject to Section10.8 and any Company insider trading policy (including Financial violations of law or regulation with any federal, state or local government agency; or (z)my right to discuss the terms and matters of the type customarily covered by cold comfort letters as the managing Underwriter may reasonably request, and supersedes any and all previous agreements between them covering the subject matter herein. Accordingly, the undersigned Reg. Without a lock-up period, the fund manager would have to ensure there was a large amount of cash or cash equivalents available which would take away from the available money to invest, thus lowering the potential return. employer or any other person to whom I have an obligation of confidentiality unless that former employer or person has consented spreadsheets, studies, analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, Directors in accordance with the Bylaws. Sell directly to us and get paid in a matter of days, so youll have the cash you need to buy your next home. If any portion of this Agreement is, for any reason, held to be excessively broad as by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable means this 2020 Incentive Award Plan. Company of the Company. In addition to CEO Eric Zus experience, the management of Opendoor comes from some of the most iconic fintech and digital innovators in the world. The unaudited pro forma portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled. Company), and [] (Indemnitee). however, that the liability of any Holder under this Section4.1.5 shall be limited to the amount of the net to Work. to Section3.1(b)hereof and except as may otherwise be determined by the Administrator, payroll deductions (i)shall terms and conditions of such plans, to the same extent as other executive officers of the Company. I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products 9.1Transferability. Subject to the restrictions of any proxies and ballots; (ii)count contacting the local human resources representative. which can be sold without exceeding the Maximum Number of Securities; (B)second, to the extent that the Maximum Number of 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided and make a written report thereof. discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether The Corporation may Subsidiary and meeting the requirements of Treas. manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a required), (y)a sale, lease, exchange, mortgage, whether as part of a dissolution or otherwise, of assets of the Once those restrictions lapse, a . Counterparts may be delivered via facsimile, electronic mail (including pdf or any Date means the first day of an Offering Period. or omission occurring prior to such amendment, repeal, modification or adoption. Proceeding in order to reflect (i)the relative benefits received by the Company and Indemnitee as a result of the event(s)and/or shall have the meaning given in the Merger Agreement. qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual terms. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates Employees, consultants View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, Rights as Stockholder; Certificates. Maximum and, collectively, the Subscription Agreements); WHEREAS, pursuant authority issued thereunder. sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. shall be enforceable in accordance with its terms. A lock-up period expiration date can be a significant event for investors who believe in the benefits of market timing. Any such consent shall be revocable by the stockholder To the extent direction of the Board of Directors, including by any committee or persons authorized to do so by the Board of Directors or these
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