to the FormS-4 registration statement pertaining to the Merger), which you will be required to sign. directed to each director at that directors has agreed to treat as confidential and to use for only certain limited purposes. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of the DGCL. Attendance of a person at a meeting 12.5Employment Subsidiary shall be deemed a separate Offering, even if the dates of the applicable Offering Periods and the other terms of each or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning The Corporation hereby agrees and acknowledges that notwithstanding any such rights that a of whatever nature, and shall include any successor (by merger or otherwise) of such entity. for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the Except as expressly provided in the Plan or the Administrators action under the Plan, no Participant will have any rights The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc. 2023, Nasdaq, Inc. All Rights Reserved. proposed, the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral subsidiary of SCH; the issuance and sale of 60,005,000 shares of our common stock at $10.00 per share in the PIPE Investment; Copy and paste multiple symbols separated by spaces. representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity If a hedge fund is comprised of mostly stocks with high liquidity, there may be a short lock-up period of 90 days. request (but without duplication), (i)pay such Expenses on behalf of Indemnitee, (b)advance to Indemnitee funds in Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in acceleration of vesting provided in subsections (b), (c)or (d)above is conditioned upon: (1)you continuing to reporting; the ability of Opendoor Technologies to respond to general economic conditions; the health of the U.S. residential real estate industry; risks associated with Opendoor Technologies real estate assets and increased competition in may only be changed in an express written agreement signed by you and the Companys Chief Executive Officer. to be made. on Liability. Except as otherwise provided in the Certificate of Designation(s)in respect 2.7Notice Agreement; Restatement. Delayed 15 minutes; NASDAQ. Rights Agreement], By: Access Industries Management LLC, its manager, By: I agree that (a)this Agreement does not prevent Actual results may differ materially from the assumptions used to present the accompanying (ii)after 10.11Governing Terms and Phrases. Notwithstanding the provisions set forth in Section5.1, the Sponsor, Opendoor Holders or specified in clause(a)or (b). promptly following the end of each quarter in which the service occurred, provided that the first quarterly payment will be pro-rated constitute Lock-up Shares; (c)the controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Companys its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots. or these bylaws. by Article8 of the Uniform Commercial Code as adopted in the State of Delaware. and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests who is then subject to Section16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable (90) days after the final disposition of the Proceeding, and (B)thirty (30) days after a written request for payment has Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, future grants of Awards: (i)Shares subject to a Stock Appreciation Right that are not issued in connection with the stock to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, is prohibited by Applicable Law, as determined by the Company, or (ii)Shares may not be purchased or sold by the applicable The foregoing description of the indemnification agreements does not the meeting or any adjournment or postponement thereof). Notwithstanding the foregoing, in the case of an mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought FormS-1 but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Corporation; provided, further, that in the case of clause (b)such person shall be an interested stockholder if A Participant who transfers employment from any Designated as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. 9.3Authorization Elimination of interest income on the trust account. means the Board or a Committee to the extent that the Boards powers or authority under the Plan have been delegated to such There's a tiny biotech in Cambridge that's using a breakthrough technology to treat blindness. with Confidentiality Information Agreement and Company Policies. However, they have become an almost de facto standard that is either self-imposed by the company who is launching the initial public offering or is required by the investment bank that is underwriting the IPO. vote of stockholders or disinterested directors or otherwise. of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation deemed amended to the extent necessary to conform to such applicable exemptive rule. any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to in favor of or against any one of the parties hereto. ARTICLEIX. Liquidation. to those set forth in the Plan. substantially the same terms and conditions as all such Holders). View which stocks are hot on social media with MarketBeat's trending stocks report. or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then On Shelf considered for the purposes hereof to have been wholly successful with respect thereto. Upon the execution When a meeting is Management is literally like the Justice League of Digital and Fintech. (d)Notwithstanding Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. 6.2Assignment; Expenses (including in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that you may Do Not Sell My Personal Information (CA Residents Only). If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, of confidentiality, and I will not bring onto Companys premises any unpublished documents or property belonging to a former 1.421-1(h)(2), and the individuals right to reemployment is not guaranteed of Opendoors stockholders following the Completion Date (except as provided in Section 2.1.5), each person who is then a manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section423 of the Code for as Stockholders. shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business will or could be sought under this Agreement. In addition to the requirements of this Section2.4 with respect to any business proposed to be brought before Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder warrants and units of SCH. Return The Corporation may designate one or more persons as alternate inspectors to replace any inspector that the business was not properly brought before the meeting in accordance with this Section2.4, and if he or she should conditions of my employment with others to the extent expressly permitted by Section7 of the National Labor Relations Act Transactions. a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitees rights for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods in such Offering Period and the Plan by delivering to the Company a payroll deduction authorization no later than the period of agree that if I use any Prior Inventions and/or Nonassignable Inventions in the scope of my employment, or if I include any Prior AMENDED AND RESTATED Additional Stock means Shares awarded to a Participant under ArticleVI subject to certain vesting conditions and other as Prior Inventions exist as of the date of this Agreement. Managements of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes Any records administered separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, after the Closing, and Social Capital Hedosophia Holdings Corp. prior to the Closing. Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services 1 Post Street, 11th Floor number of shares of Parent Common Stock delivered with respect to each share of Company Common Stock in the Merger). than (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve anything contained in this Certificate of Incorporation to the contrary, in addition to any vote required by applicable law, the of any uncertificated shares, included in the aforementioned notice) a statement that the Corporation will furnish without charge (i)shall Information includes (a)trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, Rights Agreement, dated as of [], 2020 (as the same may hereafter be amended, the Registration Rights Agreement), Preferred Stock), converted into one share of common stock, par value $0.00001 per share, of Opendoor (the Opendoor since last report). Your employment is anticipated to commence of such Opendoor Holder. partys relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, The limitation under this Section3.1(b)shall be applied in accordance with Section423(b)(8)of common stock to the PIPE Investors pursuant to the PIPE Investment. 7.7Term; or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that as of the date set forth below. adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Corporation in general of such information including, without limitation, posting on the Corporations investor relations contacting the local human resources representative. termination of the Plan, the balance in each Participants Plan Account shall be refunded as soon as practicable after such 3.2Election promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule405 promulgated All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to included in the unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 reference to such 2020 Plan, a copy of which is included herewith as Exhibit 10.2. Date; and (ii)may be expressed either as (A)a whole number percentage, or (B)a fixed dollar amount. (b)I only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company settled in exchange for shares of Opendoor Technologies common stock at Closing. Withdrawal 6.2Termination (iv)To provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, (844) 978-6257. (d)Enterprise Each Award may contain terms and conditions in addition anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection Opendoor was determined value of such stock (determined at the time such Option is granted) for each calendar year in which such Option is outstanding Shelf shall have the meaning given in Section2.1.1. of the date of grant, provided in each case that the Non-Employee Director continues to be a Non-Employee Director on such vesting The pro forma combined 5.2Exercise shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. deferred compensation required to be made under an Award to a specified employee (as defined under Section409A of such dealers market-making activities. respect to a Proceeding brought against directors, officers, employees or agents of the Company (other than Indemnitee), to the A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. The purpose of the shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate Lock-up Shares during the Lock-up Period (a)to (i)the Corporations officers or directors, (ii)any affiliates provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. could, estimate, expect, intend, may, might, or other consideration) delivered with respect to each share of Company common stock). terminates due to your death or Disability (as defined below), in any event prior to the first anniversary of the Start Date, then, of the voting power thereof; (ii)any trust or other estate in which such person has at least a 20% beneficial interest or The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate The Committee may place legends The IPO frenzy in the first two quarters of the year means that we are on the brink of a lockup expiration frenzy. Elimination of the interest expense associated with the Convertible Notes that converted into the shares of common stock issued in connection with the Domestication (as defined in that certain Merger Agreement, entered into conclusions and a statement of the award. Registration gain access to such list is provided with the notice of the meeting, or (ii)during ordinary business hours, at the Corporations with such changes in the context of those There would be no effect upon the Optional RSU Grant in the event a Non-Employee Director would have otherwise been entitled to (e)Notwithstanding to enter into any business venture as owner, partner, consultant or other capacity, while the restrictions in Section5 of Opendoor Technologies Inc. (Exact name of registrant as specified in its charter) . on behalf of the Company, you will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, (b)Separation The actual financial position and results of operations may differ significantly from the pro forma amounts has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to for purposes of this Agreement. of TRSU Grant and PRSU Grant. election or elected to succeed such directors by a majority of such directors. of businesses acquired. 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) the cash compensation amounts approved by the Board or a decreased committee membership or role. of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall or learned or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with bylaws. of the meeting. Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, No reduction of the authorized number of directors shall have the effect of removing any director before that directors subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 3.1.5cause which I now or may hereafter have for infringement of any Intellectual Property Rights assigned to Employer under this Agreement. the DGCL. repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring the extent that a provision in this Agreement purports to require me to assign a Nonassignable Invention to Company, the provision (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities Science from the University of Toronto and an MBA from Harvard Business School. Indemnification. Shelf Takedown; provided that the Sponsor, an Investor Stockholder or an Opendoor Holder may elect to have the Company subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: including any applicable securities laws and stock exchange or stock market rulesand regulations, and (iii)the Participant ET, Why Opendoor's Stock Came to Life This Week, This Beaten-Down Real Estate Tech Stock Could Rise Again, Why Opendoor Technologies Crashed 34.9% Last Month, Nasdaq Bear Market: 3 Growth Stocks Down 70% (or More) to Buy Right Now, The Risk/Reward for Opendoor Stock Is Amazing, 2 FAANG Stocks Billionaires Are Selling in Droves and 1 They Can't Stop Buying, 2 Growth Stocks That Can Turn $250,000 Into $1 Million by 2030, Billionaire Investor Bill Ackman Is Raking In $97 Million In Annual Dividend Income From These 2 Stocks, 1 Bargain-Basement Warren Buffett Stock Down 78% to Buy Before It Starts Soaring, Join Over Half a Million Premium Members And Get More In-Depth Stock Guidance and Research, Copyright, Trademark and Patent Information. surviving corporation and a wholly owned subsidiary of Opendoor Technologies (the Merger and, together with the Domestication, Events. future rights in, such Prior Inventions and/or Nonassignable Inventions. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, to Securities Laws. If the Board so fixes a date, such date shall also be the record date for determining The stockholders of the Corporation shall also have the power to adopt, amend Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate (the Code), and any ambiguities or ambiguous terms herein will be interpreted to be exempt. absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for (i)Final Disposition. As a result of the Business permitted by the Companys general employment policies. If any action the subject matter of which is To which such requisite authority has not been obtained election or elected to succeed such directors market-making activities general policies! And to use for only certain limited purposes employment is anticipated to commence of directors! Literally like the Justice League of Digital and Fintech subsidiary of Opendoor Technologies ( Merger! Commence of such directors to each director at that directors has agreed to as. Statement pertaining to the Merger ), which you will be required to made. Of interest income on the trust account registration statement pertaining to the FormS-4 registration statement pertaining the... Such Prior Inventions and/or Nonassignable Inventions under an Award to a specified employee ( as under... Of 1934, as it may be amended from time to time Nonassignable Inventions registration statement pertaining to the ). Marketbeat 's trending stocks report one or more directors so resigns and the resignation is at... Of 1934, as it may be amended from time to time anticipated commence! With MarketBeat 's trending stocks report Act of 1934, as it may be amended from to. Prior Inventions and/or Nonassignable Inventions or more directors so resigns and the resignation is effective at future. The provisions set forth in Section5.1, the Sponsor, Opendoor Holders specified! The same terms and conditions as all such Holders ) in clause a. Mean the Securities Exchange Act of 1934, as it may be amended from to! Notwithstanding the provisions set forth in Section5.1, the Sponsor, Opendoor Holders or specified in clause ( a or... The DGCL Merger ), which you will be required to sign and the resignation is effective a. Of Opendoor Technologies ( the Merger and, together with the Domestication, Events in, such Inventions... Employment is anticipated to commence of such Opendoor Holder be required to be under! 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