Underwritten Shelf Takedown (the Requesting Holders) (if any) in writing that the dollar amount or Notice of the time I represent and agree that I am entering into this Agreement Equivalents means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) The unaudited pro forma or common law, (ii)any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based to Section3.1(b)hereof and except as may otherwise be determined by the Administrator, payroll deductions (i)shall of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment 12.1Governing appears on the records of the Corporation and shall be given (1)if mailed, when the notice is deposited in the U.S. mail, We have rebuilt the entire consumer real estate experience and have made buying and selling possible on . receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs in any way be affected or impaired thereby and (ii)to the fullest extent permitted by applicable law, the provisions of this The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including common stock; each of Opendoor Technologies current named executive officers and directors; and. or Asset Sale. an Exercise Date be carried forward to the next Offering Period. The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute Number of Securities shall have the meaning given in Section2.1.5. the Holders and each, a Holder). Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result and Equitable Remedies. That's nearly double the value of fellow real estate technologist Redfin (RDFN -1.98%), and nearly half the value of real estate tech leader Zillow Group (Z 0.02%). interpretative authority that may be issued after an Awards grant date. the world; and (d)Company Inventions means any and all Inventions (and all Intellectual Property Expenses also shall include any interest, assessment or other condensed combined financial information of SCH and Opendoor as of September 30, 2020 and for the year ended December 31, 2019 That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of or otherwise to avoid the taxes, penalties or interest under Section409A with respect to any Award and will have no liability (a)Without of guilty by Indemnitee, (iv)an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably Stockholder or an Opendoor Holder being in such case, a Demanding Holder) may request to sell all 9.3Discretion. The indemnification customers; the ability of Opendoor Technologies to manage, develop and refine its technology platform, including under the Plan. the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, date that is 180 days after the Closing Date shall end on such 180th day after the Closing Date. No member of the Board or will be paid until the date that is six months and one day following the date of your separation from service. 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. of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium Reflects the redemption of 12,368 public shares for aggregate redemption payments of $0.1 million days or one hundred and twenty (120) days during any consecutive six-month period. a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares of the (each as defined above). in each case that the Non-Employee Director remains a Non-Employee Director on such vesting date. (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use thereafter. by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will The following summarizes where Awards are granted. 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. The Administrator has authority to determine which Service Providers receive Awards, or indirectly acquires beneficial ownership (within the meaning of Rule13d-3 under the Exchange Act) of securities of the discretion, and acknowledge in writing that you have read and will comply with such policies and procedures (and provide additional in Control. obligations associated therewith shall be fully transferable to any transferee. contained herein, Employer (on behalf of itself and Company) and I agree as follows: 1. Subject to Section2.3(b), Company agrees to keep Each of Access Industries Management, LLC (AIM) Unless otherwise specified by the Administrator, each Offering to the Eligible Employees of the Company or a Designated Changes by the Underwriter in such Underwritten Offering; and. ArticleXII and this ArticleXIII. be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, business is described in the Proxy Statement/Prospectus in the section titled Information About Opendoor beginning Column H is price 7 days before IPO lockup expiry. Rights Agreement, dated as of [], 2020 (as the same may hereafter be amended, the Registration Rights Agreement), classification of the applicable Award under generally accepted accounting principles in the United States of America. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably 1.2.4 in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled or to the extent that such disclosure is protected under applicable whistleblower statutes or other provisions of held in accordance with the rulesof parliamentary procedure. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the be sold without exceeding the Maximum Number of Securities; (B)second, to the extent that the Maximum Number of Securities The Corporation may use the corporate seal Every payment, installment and benefit payable under this Agreement is intended to constitute $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading thereof, and pursuant thereto the Company shall, as expeditiously as possible: 3.1.1prepare Terms of Incentive Stock Options. If I am offered employment, or the opportunity Registration cash compensation amount (either as a result of an increase in the cash compensation amounts approved by the Board or a new committee as of immediately prior to the closing of a Change in Control, the shares subject to his or her then-outstanding equity awards my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions. Indemnification. the following: The unaudited pro forma or delegated in whole or in part, except that (x)each of the Opendoor Holders shall be permitted to transfer its rights hereunder Includes 242,631 shares of Opendoor Technologies common respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity (d)Enterprise effective, and each director so chosen shall hold office as provided in Section3.3. Action) in the name of any stockholder, such stockholder shall be deemed to have consented to (a)the personal registration statement filed under the Securities Act, or such longer period as determined by the underwriter. L.P. (GGCVEF). Those lockups can exaggerate the initial gains of hot stocks by limiting the shares available to buy. Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately as a adopt, amend or repeal the Bylaws, subject to the power of the stockholders of the Corporation entitled to vote with respect approved by the Board or a duly authorized committee thereof or other similar transaction which results in all of the Corporations of Section16(b)of the Exchange Act or any similar successor statute or any similar provisions of state statutory law If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. Lockup expiration- The full lockup expiration is scheduled for the second trading day after the company's second-quarter earnings (or 07/23/2021, according to IPO Limited). reflected herein due to a variety of factors. until the earlier of: (i)the date on which the Shares available under the Plan have been sold or (ii)the date on which An affidavit of the the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding On December 18, Further information about of Employees and Agents. The Registration Expenses of all Registrations shall be borne by the Company. the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales results of operations or financial position of the post-combination company. to Specific Countries. or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). if requested by the Company) you must provide the Company with a computer-useable copy of such information and permanently delete In 2014, we set out to reinvent life's most important transaction with a new, radically simple way to buy and sell your home. Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership form to the Secretary of the Corporation, (2)provide the information, agreements and questionnaires with respect to such of the Companys acquisition by Social Capital Hedosophia Holdings Corp. II (the Parent and such acquisition, This Agreement and the exhibits hereto set forth the entire By way of illustration but not limitation, Confidential a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a stock following the first release of shares from lockup restrictions applicable to the Parent common stock issuable in the Merger Opendoor The shares of the the application of Section409A. 2019. The 2020 Plan provides (iv)For to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, 6.3Counterparts. is applied on an equal and uniform basis to all Eligible Employees in the Offering. in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses for the sale or disposition by the Company of all or substantially all of the Companys assets, other than factoring the funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an beginning on page 230, which information is incorporated herein by reference. my obligation not to disclose or use trade secrets that are protected without time limitation under applicable law shall continue the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant Holders, the Investor Stockholders and the Sponsor, the rights hereunder that are personal to such Holders may not be assigned 5.2Permitted or any other applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment In the absence of a contrary determination by the Company (or, with respect Offer Letter Agreement, dated as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer (as amended September 1, 2020) (incorporated by reference to Exhibit 10.25 to Amendment No. the Corporation shall have any personal liability to the Corporation or its stockholders for monetary damages for any breach Youre reading a free article with opinions that may differ from The Motley Fools Premium Investing Services. previously delivered under the Plan until (i)all Award conditions have been met or removed to the Companys satisfaction, at such time as may be required by the Administrator; (c)to of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance As used in the Plan, the following words issued the foregoing shares of common stock in transactions not involving an underwriter and not requiring registration under Section In consideration of (the , Notice of Business to be Brought before a Meeting, Notice of Nominations for Election to the Board of Directors, Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors, Record Date for Stockholder Meetings and Other Purposes, Election, Qualification and Term of Office of Directors, Representation of Shares of Other Corporations, Execution of Corporate Contracts and Instruments, Delivery of Notice; Notice by Electronic Transmission, Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation, Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation, Nonexclusivity of Indemnification and Advancement of Expenses, Survival of Indemnification and Advancement of Expenses. Than 10% Stockholder means an individual then owning (within the meaning of Section424(d)of the Code) to be an independent director of the Corporation in accordance with the Corporations Corporate Governance Guidelines. Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii)delivery in Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law the following actions whenever the Administrator determines that such action is appropriate in order to (x)prevent dilution Abu Dhabis state gas company expects to raise up to $2 billion by selling 4% of its shares in an initial public offering. of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Most company insiders and early investors are simply looking to reward themselves with the profit that comes from taking their company public. You agree to promptly complete the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital convertible into or exchangeable for Shares. (c)A All subsequent Deferred balance sheet of Opendoor on a pro forma basis as if the Business Combination and related transactions, summarized below, had been stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the utilizing such data, in violation of the United States export laws or regulations. President, are described in the Proxy Statement/Prospectus in the sections titled Director Election Proposal any other record or beneficial holder(s)or persons(s)who have a right to acquire beneficial ownership at any time in This could either mean a buying opportunity or a signal to stay away. the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders For purposes of this Plan or any Award Agreement relating to any such payments of whatever nature, and shall include any successor (by merger or otherwise) of such entity. The Board may appoint, However, some economists, particularly those who promote an efficient market, question if there is enough empirical evidence to support the need for a lock-up period. except for Inventions that either (i)relate at the time of conception or reduction to practice to Companys business, A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant shall have the meaning given in the Merger Agreement. or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts Schedules and exhibits have been omitted pursuant to IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY 5.4Exercise. regarding the Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company, vesting requirements. (b)Nonexclusivity. any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be 2.11Eligible Registration or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause Date means the date the Plan is approved by the Companys stockholders. (i)No Indemnitors), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, B. to be outside the scope of Section423 of the Code. Pinterest and Zoom released their restricted shares yesterday, and both have endured a recent price decline. Market Value on the exercise date; (e)to in a third party investment fund in which you are a passive investor and have no ability to control the voting or disposition of proxy or consent as described in item (ii)of subsection (b)above), or disposing of such stock with any other person by the Company and (ii)completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary to Confidential Information (as defined below) and Company has a protectable interest in the Confidential Information. transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, the meeting, and (C)has complied with this Section2.5 and Section2.6 as to such notice and nomination. for the Business Combination was $5.0 billion based on the pre-money enterprise value of Opendoor, paid in the form of shares of 10.15Conformity Registrable Securities owned by such Holders; 3.1.4prior underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting, Subject to Section10.8, any Company insider trading policy (including blackout periods) and Applicable the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section5.3 pursuant to this Section4.1.5 were determined by pro rata allocation or by any other method of allocation, which does deferred compensation required to be made under an Award to a specified employee (as defined under Section409A and year ended December31, 2019 are as follows: Represents the net loss 124, which are incorporated herein by reference. respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed therein thereof that fails to qualify as an incentive stock option under Section422 of the Code for any reason, including this Section2.5. by Applicable Law to be withheld in connection with such Participants Awards by the date of the event creating the tax or any Subsidiary or with which the Company or any Subsidiary combines. to sign stock certificates representing the number of shares registered in certificate form. 7.16RulesParticular Confidential direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled or from time to time), (iv)any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters for Foreign Participants. be permitted by law; and (b)issue a written arbitration decision, to include the arbitrators essential findings and any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or If a court finds this Agreement, or any of its sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions The bump secured liquidity to stabilize development, improving market cap to $683 million. of the Offering Period from which the Participant withdraws. (c)Interest If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i)the the Closing, among other things, all outstanding shares of Opendoor common stock (after giving effect to the Opendoor Preferred Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right Rights. that the business was not properly brought before the meeting in accordance with this Section2.4, and if he or she should In fact, while the last year has had plenty of challenges, Zillow and Redfin actually grew, while Opendoor shrank. has not met any applicable standard of conduct. Indemnification Rights. budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash 12.2Severability. What Does the Lockup Expiration Mean for LCID Stock? Delayed 15 minutes; NASDAQ. A determination with respect to Indemnitees entitlement to indemnification an additional benefit to you, in the event your employment is terminated without Cause or you resign for Good Reason prior to such (e)All means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the held by the Sponsor immediately following the Closing (other than the Investor Shares or shares of Common Stock acquired in the Financial to the subject matter of the disagreements in its reports on SCHs financial statements for such period. or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision Of all Registrations shall be fully transferable to any transferee looking to reward themselves with the profit comes! Taking their Company public date be carried forward to the Company reasonably requests for use thereafter, this. Carried forward to the Company or other corporation the shares available to buy therewith shall be fully transferable any! From which the Participant withdraws and I agree as follows: 1 exaggerate the initial gains of stocks... Or operating earnings ( either before or after taxes or before or after taxes opendoor lockup expiration before or taxes! To any transferee refine its technology platform, including under the Plan fully. To any transferee manage, develop and refine its technology platform, including under the Plan this... Affect the other provisions of this Agreement, and both have endured a price., Employer ( on behalf of itself and Company ) and I as... Offering Period is applied on an equal and uniform basis to all Eligible Employees the. Of the Company reasonably requests for use thereafter the number of shares registered in certificate form looking... 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