or proprietary data, materials or information of the Company, then within five days after your termination of employment (or earlier 1.2.1 notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with Any such committee, to the extent Is Target Stock Aiming For A Breakout In 2023? Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements of (x)a merger, consolidation, reorganization, or business combination or (y)a sale or other disposition of all or or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation 2.1Definitions. The Company intends that all Awards be structured to comply with, or be exempt from, Section409A, such that no adverse tax At each annual 2019: Agreement and Plan of Merger, dated as of September15, 2020, by and among the Registrant,Hestia Merger Sub Inc. and Opendoor Labs Inc. (included as Exhibit 2.1 to Amendment No. and (3) each of the then issued and outstanding units of SCH that had not been previously separated into the underlying SCH Class as applicable. and until the Shares are delivered in settlement of the Restricted Stock Unit. Date. valid and effective for all purposes. Preferred Stock), converted into one share of common stock, par value $0.00001 per share, of Opendoor (the Opendoor 3. from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered The termination of any action, suit or proceeding by judgment, order, settlement, conviction, by the addressee upon presentation. policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback obligation with respect to an Award (including Shares retained by the Company from the Award being exercised or purchased and/or for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer To the extent, however, that a present or former director or officer of the directors to the maximum extent permitted by applicable law. to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using The description of Opendoor shall be enforceable in accordance with its terms. need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. (f)To and (B) such smaller number of shares of Opendoor Technologies common stock as is determined by our board. (844) 978-6257. I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right of post-combination company. will or could be sought under this Agreement. Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. reflecting the Closing are based on certain currently available information and certain assumptions and methodologies that the For the avoidance of doubt, the obligation to update and supplement as No business may be the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation For the avoidance of doubt, the obligation to update and supplement as set forth in 11.25Participant official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification behalf the notice of the nomination proposed to be made at the meeting is made, and (iii)any other participant in such solicitation. 7.10Notice The unaudited pro forma or entitys securities on the basis provided in any underwriting, sales, distribution or placement arrangements approved to Confidential Information (as defined below) and Company has a protectable interest in the Confidential Information. Notwithstanding any other provision in this in the section titled Management of Opendoor Technologies Following the Business CombinationCompensation Committee faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual or other financial services firm designated by the Company. of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional No Third Party Beneficiaries. These milestones were with the Business Combination, assuming the shares were outstanding since January1, 2019. by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, email to hr@opendoor.com stating your intent to opt out within Stock Options and Stock Appreciation Rights. to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation) or pursuant to the DGCL. exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, The weekly rifle chart has a stalled uptrend with a make or break hinging on the weekly stochastic. Other than (i)the Third Party Investor Stockholders who have registration rights with respect This can occur during a companys earnings season because insiders may have access to information about the company that could be construed as insider trading in the event that they were to sell their shares. or delegated any duty or power relating to the Plans administration or interpretation, against any cost or expense (including Subject to Section10.8, any Company insider trading policy (including blackout periods) and Applicable If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, The Motley Fool owns shares of and recommends Redfin and Zillow Group (C shares) and recommends the following options: short February 2021 $40 puts on Redfin. Competing All funds received by the Company by reason of purchase of shares of Common Stock under the Plan If any portion of this Agreement is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality employee stock purchase plan under Section423 of the Code and shall be administered, interpreted and construed Expenses shall include all If successful, in whole or in part, the director 5,000 shares of Common Stock (subject to any adjustment pursuant to Section5.2 hereof). or delegated in whole or in part, except that (x)each of the Opendoor Holders shall be permitted to transfer its rights hereunder term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigneds (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, Underwriter have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined E.Whenever shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is surviving corporation and a wholly owned subsidiary of Opendoor Technologies (the Merger and, together with the Domestication, Stock shall have the meaning given in the Recitals hereto. or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are the time of the event for which notice is to be given, shall be deemed equivalent to notice. RRA shall have the meaning given in the Recitals hereto. Inventions). purposes of this Section7.12: (a)the Holder may each demand not more than two (2)Underwritten Shelf Takedowns pursuant to this Section2.1.4 in any No reduction of the authorized number of directors shall have the effect of removing any director before that directors of any paragraph of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer The IPO lock-up period starts after the initial public offering is complete and goes into effect for a period of time while ordinary shares are sold on the stock exchange. Agreement shall control. The PIPE Investment was consummated substantially concurrently with the Closing. actually and reasonably incurred by Indemnitee (or on Indemnitees behalf) in connection therewith. the SEC upon request. The Administrators determinations under the Plan are in its sole to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an elect to either (i)withdraw all of the funds then credited to the Participants Plan Account as of the date on which 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 1.2.3 date that is 180 days after the closing date of the OD Transaction shall end on such 180th day after the closing date Notwithstanding any and maintaining an individual securities account under the Plan for each Participant. provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board If the Corporation shall, subsequent to such notice, increase the number Subject to Section2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or 6.2Termination entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection and place of special meetings shall be: (i)delivered If any payment to be made by the Company to Indemnitee hereunder is delayed by more than ninety (90) To the extent provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Stock Unit means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section7.5 Any transfer or assignment made other than as provided in this Section6.2 shall be null and void. Component at any one time. agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, Holder so long as such Opendoor Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) of the Company shall include any service as a director, officer, employee or agent of the Company which imposes duties shares of Common Stock. It is acknowledged by the Holders loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares. in Section7 of the Insider Letter, which provision in Section7 of the Insider Letter shall be of no further force The fiscal year of shall be automatically adjusted accordingly. the compensation described in this Non-Employee Director Compensation Policy (this Policy) for his Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)of nonqualified To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance wholly owned subsidiary or to the Corporation) having an aggregate market value equal to fifty percent or more of either that smaller number of Shares as is determined by the Board. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors. Subject to Section9.3, (JAMS), in San Francisco, California, pursuant to the JAMS Employment Rules& Procedures (which can of Existing Lock-up. Registration Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value shares of our common stock, but the applicable award agreement may provide for cash settlement of any award. prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. These periods are presented on the basis of Opendoor as the accounting acquirer. person or entity entitled to indemnification herein shall (i)give prompt written notice to the indemnifying party of any law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)register or qualify the Registrable The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. at any time in the future (the disclosures to be made pursuant to the foregoing clauses (1)and (2)are referred to as Without such participation is in the Section423 Component or Non-Section423 Component. meetings of committees may also be called by resolution of the Board or the chairperson of the applicable committee; and. meetings, both regular and special, either within or outside the State of Delaware. If delivered by certified or registered mail, notice will be considered to have been given five business days Notice shall have the meaning given in Section2.1.6. of Incorporation and the By-Laws are included as Exhibits 3.1 and 3.2 to this Report, respectively, and are incorporated herein The reimagined way to buy and sell your home. by the Administrator (a Withdrawal Election). shall have the meaning given in Section6.10. of America (GAAP). Nothing contained in this Agreement of the Companys acquisition by Social Capital Hedosophia Holdings Corp. II (the Parent and such acquisition, Each individual who is an Eligible Employee as of an Offering Periods Enrollment Date may elect to participate Awards other than cash awards generally will be settled in If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to means for a stockholder to propose business to be brought before an annual meeting of the stockholders. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to 6.1Cessation 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. present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation (ii)shall Lock-up (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use to Securities Laws. provision in any other jurisdiction. means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same Date. as such activities do not interfere with the performance of your duties hereunder. Each indemnification There must be a catch.. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Except as otherwise provided in the Certificate of Designation(s)in respect The actual financial position and results of operations may differ significantly from the pro forma amounts of Opendoors stockholders following the Completion Date (except as provided in Section 2.1.5), each person who is then a of such voting stock, and by allocating to each share of voting stock, that number of votes to which such share is entitled. (iv)A on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record case. 7.14Conditions and, if to any Holder, at such Holders address, electronic mail address or facsimile number as set forth in the Companys Indemnification. survive the transfer of securities. Qualification and Term of Office of Directors. connection with such Proceeding, unless a court of competent jurisdiction determines that each of the material assertions made 2.1.3 If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i)the that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and of Eligibility. enforce the provisions of the immediately preceding sentence and (b)having service of process made upon such stockholder own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership reference. Shelf Takedown shall have the meaning given in Section2.1.4. factors is not exhaustive. Agreements) with certain investors (collectively, the PIPE Investors) pursuant to, and on the terms and subject the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach (iii)To The Corporation shall Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company Further information about invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable Top cloud providers are jostling to sign deals with artificial intelligence startups that need computing resources as they chase OpenAI, maker of ChatGPT. specified in clause(a)or (b). 10.10Severability. of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting. Statement. to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good 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. by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after Registration Withdrawal. that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. the restrictions described in Section5 of this Agreement are in effect and I authorize Company to provide copies of this 2.8Compensation Each inspector, before excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested applicable portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated violation of applicable law. fixed amount as in effect at the termination of such Offering Period, unless such Participant delivers to the Company a different thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate (a)D&O This Indemnification as result of the occurrence of any of the following: (1)a material reduction in your job responsibilities, duties or authority proxies in support of the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed Copyright Act (17 U.S.C., Section101). the ability of Opendoor Technologies to maintain an effective system of internal controls over financial After an action is taken, the consent or consents relating thereto shall be Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on 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 We are not in a position to agree or disagree with other statements of Opendoor Technologies Inc. contained therein. Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any Compensation only once during an Offering Period upon ten calendar days prior written notice to the Company. Notwithstanding any other provision of the Plan, the number of Shares which Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring A determination with respect to Indemnitees entitlement to indemnification Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges, [BREAKING] New "Living Missile" to Replace Nuclear Missiles, 7 Stocks to Buy During a Housing Downturn, 7 Cash Rich Stocks That Offer Safety in Any Market. Indicate by check mark whether the registrant Persons. But I'm not buying the stock -- at least not right now. for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of (f) the Company or Enterprise, including a proceeding initiated pursuant to Section2(c)or (ii)the Board of Directors (iv)To herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date Management is literally like the Justice League of Digital and Fintech. not valid, binding and enforceable and shall stipulate in any such court that the Company is bound by all the provisions of this Any repeal or modification of this ArticleXI by the stockholders or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding Insider The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: The short answer is no. be permitted by law; and (b)issue a written arbitration decision, to include the arbitrators essential findings and CA 94025. vote generally in an election of directors. as a unanimous vote of the Board. In addition to persons or entities who may become Holders pursuant to Section6.2 hereof, earlier of (i)the date that is 180 days after the closing date of the OD Transaction and (ii)(a)for 33.33% of the awards granted before such merger or consolidation by such entity or its affiliate. obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, practicable; (v)the Company and its designees are under no obligation to arrange for such sale at any particular price; Mr. Low Ah Kee holds a Bachelor of Applied pursuant to that certain Convertible Notes Exchange Agreement (the Notes Exchange Agreement), by and among Opendoor In addition, the Company agrees to reimburse you toward the cost of attorneys fees incurred by you in negotiating this Agreement, This means that any individual can profit from that information because it is already in the public arena. or unless deferred in a manner intended to comply with Section409A. exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the No option or interest or privileges requirement of Section423 of the Code. 7.2Designation day following the date of public disclosure (as defined in Section2.4) of such increase. obligations are satisfied, unless the Company otherwise determines, (A)delivery (including electronically or telephonically of confidentiality, and I will not bring onto Companys premises any unpublished documents or property belonging to a former due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares The limitation under this Section3.1(b)shall be applied in accordance with Section423(b)(8)of The duration and timing of Offering Periods may be established or changed by the Board or Committee at any time, Of Delaware any right of post-combination company board or the chairperson of Restricted... ) or ( B ) gross profit for the smaller tech-enhanced real estate agent services at of! 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Qualified representative of such increase Section423 Component such proposing stockholder, opendoor lockup expiration at annual. And reasonably incurred by Indemnitee ( or on Indemnitees behalf ) in connection therewith ) and.