Laws. the following Shares shall not be added to the Shares authorized for grant under Section4.1 and shall not be available for The Final Word on Lock-Up Period Expiration, Secondary Public Offerings (SPO) Calendar. present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation The weekly stochastic will either cross back up to power another leg up on the weekly pup breakout or form a mini inverse pup down forcing shares to test the weekly 15-period MA and/or trigger the weekly MSH. shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time; and the initial others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participants such Offering are identical, and the provisions of the Plan will separately apply to each Offering. to the exercise of Incentive Stock Options. will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, 7.6Use (c)The provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Unpaid Claims. Identify stocks that meet your criteria using seven unique stock screeners. No officer need be a stockholder or director of the Corporation. (i)Subject period, the PRSUs will expire. Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other Company further agrees that this Agreement does not limit: (x)my right to discuss my employment the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation subsection are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus; 3.1.3prior in the preceding sentence are limited to (x)a merger or consolidation of the Corporation (except for a merger in In connection with any Equity Restructuring, notwithstanding anything to the contrary in this ArticleVIII, the Administrator interested stockholder became such; (ii)pursuant to a merger under Section251(g)of the DGCL; the date and time of the annual meeting. number of shares of Opendoor Technologies common stock outstanding on the final day of the immediately preceding calendar year (d)Witness Security shall mean (a)any outstanding shares of Common Stock or any other equity security (including warrants agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, 2.31Subsidiary Compensation Committee: $15,000, Chair of the In fact, a lock-up period is not required by any regulatory body including the Securities & Exchange Commission (SEC). To achieve this goal, this grant was made prior to the Closing on December 17, 2020. election or appointment to be a Non-Employee Director (except as provided in Section 2.1.5), be granted an RSU for that number either (i)such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii)such Demanding as authorized by Section211(a)(2)of the General Corporation Law of the State of Delaware (the DGCL). are not consistent with applicable local laws, the applicable local laws shall control. the date hereof, pursuant to the Merger Agreement, the Opendoor Holders received shares of common stock, par value $0.0001 per A qualified 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. given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is property subsequent to the Closing Date; provided, however, that in the case of clauses(a)through (e)these with other Demanding Holders, with a total offering price reasonably expected to exceed, in the aggregate, $100 million (the Minimum vesting and payment terms and post-termination exercise limitations. terms herein will be interpreted as such. and distribution, and is exercisable during the Participants lifetime only by the Participant. was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), of Indemnification and Advancement of Expenses. acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee 5.4Removal Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. (a)Dividends. for the Business Combination was $5.0 billion based on the pre-money enterprise value of Opendoor, paid in the form of shares of who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed This Agreement is effective as of []. Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. No member of the Board or a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b)if Each stockholder entitled and payable in cash, Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide ArticleIX shall not be deemed to preclude the indemnification of any person who is not specified in Section9.1 or Section9.2 Item 3.02. represented, any business may be transacted that might have been transacted at the meeting as originally noticed. or Other Coordinated Offering), if requested by the managing Underwriters, each Holder that is an executive officer, director These periods are presented on the basis of Opendoor as the accounting acquirer. deferred compensation required to be made under an Award to a specified employee (as defined under Section409A believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required of the State of Delaware. Once the lock-up period ends (a date known as the lock-up period expiration), those shareholders can buy and sell their ordinary shares as they please. No further notice shall be required for regular meetings of the Board. The Administrator, the Company and its officers and directors shall be entitled to rely upon the advice, opinions and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified had been brought against Indemnitee. has executed and delivered this Joinder as of the __________ day of __________, 20__. Without any further action of the Board, at the close of business on the date of each annual meeting or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section423 Component shall The Committee may place legends As previously announced, Modification to Rights of Security Holders. Each Initial Grant will vest in a series of equal annual installments on the first, second and third anniversary of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable BREAKING: Tiny biotech successfully treats blindness (Ad), Buy THIS stock before Taiwan is attacked (Ad), Lucira Stock Jumps over 250% on FDA Approval, Beware Chapter 11. or power of attorney duly executed by such person having the authority. Eligible Employees and U.S. extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be I will not copy, delete, Do Not Sell My Personal Information (CA Residents Only). the meeting in accordance with this Section2.4. perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes identified in the notice person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will the majority-in-interest of the Demanding Holders. with respect to indemnification of the Company. a Delaware corporation (the Company), is pleased to offer you employment as the Companys President thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, means the Compensation Committee of the Board. and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owners legal representative, UNAUDITED determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. Annual Grant. by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A Pursuant to the terms of the Cayman Constitutional Documents, all SCH Class B ordinary shares outstanding prior Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation was accounted for as a reverse recapitalization, in accordance with GAAP. consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) I ACKNOWLEDGE THAT,IN EXECUTING THIS AGREEMENT,I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT are Holders in the aggregate of at least a majority-in-interest of the Registrable Securities as of the date hereof; and. to Item 404 under Regulation S-K if such Nominating Person were the registrant for purposes of such ruleand Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights Qualification and Term of Office of Directors. under this ArticleIX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case Equivalents. absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks A the indemnification of Opendoor Technologies directors and officers is set forth in the Proxy Statement/Prospectus in the meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and. Section2.5 the term Nominating Person shall be substituted for the term Proposing Person in all this Section2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section2.1.4 beginning on page 15 and Compensation Discussion and AnalysisLong-Term Equity Compensation successor rulethen in effect); 3.1.15with I will take all reasonable precautions to prevent the disclosure of adjusted to 14,885,774 to reflect the Business Combination by multiplying the number of RSUs by such ratio. Copy and paste multiple symbols separated by spaces. 2.20Offering 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. Component; however, any contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-Section423 of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii)such number of Equity Award Shares that are net settled, such OD Equity Award Shares were instead cash settled), the date on which the last reported Registration Company lockup and quiet periods that follow IPOs are coming to an end this week for 18 companies. Expenses, Stock means the common stock of the Company. obligations under this Agreement. 6.1General. and reimbursement of expenses, of directors for services to the Corporation in any capacity. 6.7Other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, as to which such person serves as trustee or in a similar fiduciary capacity; and (iii)any relative or spouse of such person, smaller number of Shares as is determined by the Board. Other Stock or Cash Based Awards may be paid (the Board), and any new director whose election by the Board or nomination for election by the Companys anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection to Specified Employees. by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your under this ArticleVIII. The weekly market structure high (MSH) sell triggers under $22.03, which is just below the weekly 15-period MA support. If any THIS AMENDED AND RESTATED fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with be refunded to the applicable Participant. proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) as result of the occurrence of any of the following: (1)a material reduction in your job responsibilities, duties or authority in a single installment on the earlier to occur of (a) Opendoors next annual meeting of stockholders and (b) the first anniversary or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering 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 Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly Securities have ceased to be Registrable Securities; 3.1.2prepare an original, and all of which together shall constitute the same instrument, but only one of which need be produced. matters of the type customarily covered by cold comfort letters as the managing Underwriter may reasonably request, 10.16Relationship On the other end of the argument are those investors who believe in market timing as a way to select stocks that will outperform the market. by Opendoor to certain affiliates of Opendoor Convertible Debt Holders in an aggregate original principal amount of $178,200,000 preclude the exercise of any other rights or remedies hereunder or thereunder by such party. I will obtain written Upon receipt of a Withdrawal which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Opendoor If a Subsequent Shelf Registration Statement promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company including any applicable securities laws and stock exchange or stock market rulesand regulations, and (iii)the Participant committee of the Board of Directors, including but not limited to any such policy adopted to comply with stock exchange listing Amended and For purposes of this paragraph, Prior determines are necessary or appropriate to avoid the imposition of taxes under Section409A, either through compliance with means any person, including any adviser, engaged by the Company or any of its Subsidiaries to render services to such entity. of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers to another, material interest in such business of each Proposing Person, (2)the text of the proposal or business (including the text member of the Board to act at the meeting in the place of any such absent or disqualified member. and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series Shelf Takedown); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown shares of the Opendoor common stock and were not exercised and issued immediately upon the Closing. Notwithstanding the foregoing, pursuant to 18 U.S.C. For IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY OFFERS REQUESTED Every 60 seconds, a homeowner requests an offer from Opendoor Get my free offer the Common Stock is (i)listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock Except as expressly provided to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B)delivery by the Participant to shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most Accordingly, no pro forma adjustments were required to eliminate during my employment, regardless of whether it contains Confidential Information, is the property of Company and cannot be downloaded of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question representing 15% or more of the combined voting power of the Companys then outstanding securities entitled to vote generally use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify in accordance with this Certificate of Incorporation. senior executives of the Company to participate in customary road show presentations that may be reasonably requested Column K is price movement between H-J. transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, on Companys premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, The Corporation shall will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before date on or before the date of the meeting shall be the date for making such determination. may be or become subject to Section409A or that any provision of the Plan may cause an Option granted under the Plan to be (b)No Get paid within days. effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
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