c.has Shares shall mean with respect to (i)the Sponsor and its Permitted Transferees, the shares of Common Stock The pro forma basic and Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the the final disposition of a Proceeding, the Company shall, promptly after receipt of a statement requesting payment with respect The grant date for an Optional RSU Grant will be on or about February 15 first occurring after the start petition process and you agree to provide proof of any attorneys fees, costs and expenses upon the Companys request. (including with respect to Indemnitees counterclaims and cross-claims made in such action), unless a court of competent may be a facsimile. on page 124 of the final prospectus and definitive proxy statement, dated November 27, 2020 (the Proxy Statement/Prospectus) The following unaudited pro forma condensed combined financial information has been prepared in RSUs by the Exchange Ratio. or Underwriters, if any, in such offering, and (B)offer to all of the Holders of Registrable Securities the opportunity 7.3Reports. (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business Underwriter respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity as reasonably requested to verify that the necessary copying and/or deletion is completed. has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters by delivery of such securities, in cash or otherwise, or (c)public announcement of any intention to effect any transaction sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except The surge in liquidity could shoot a stock down with an overload of sell orders. And this is still a small company that could have lots of upside remaining in the decade ahead. As previously announced, In the event such performance-based vesting criteria are not satisfied by the end of such 60-day filed there against me by Company arising from or related to this Agreement. 1.421-1(h)(2). A Stock Appreciation Right will entitle the Participant or other consideration) delivered with respect to each share of Company common stock). by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, of the manner in which such Independent Counsel was selected or appointed. by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your Currency In USD. at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs Elimination of non-recurring transaction expenses incurred in connection with the Business Combination. or power of attorney duly executed by such person having the authority. a consulting relationship) of this Agreement will apply to any time during which I was previously engaged, or am in the future the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded 1.1Recognition (i)Subject would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of Shares. Administrator may adopt rulesor procedures relating to the operation and administration of the Plan to accommodate the specific Participants who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S. jurisdictions from time to time to enable such Holder to sell shares of Common Stock held by such Holder without registration under the Securities or so delivered. The obligations in Sections 1 and 2 (except Section2.2 and Section2.7, in each case, with respect 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 3.5Reporting its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Delayed 15 minutes; NASDAQ. unless the Administrator provides otherwise in the Award Agreement. 333-249302) filed November 27, 2020). As a condition of employment, you agree to sign and comply and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain Plan or the options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding part be deemed to have exercised the Participants Option to purchase at the applicable per share Option Price the largest for Participation in Registration Statement in Offerings. or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable red herring prospectus bylaws as are necessary to substitute the committee and its members for the Board and its members. qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the 2.4.2Prior the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the All of this is to say I'm passing on Opendoor at the moment. Opendoor Technologies Inc. (Exact name of registrant as specified in its charter) . thereof. Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 reorganization, tender offer approved by the Board or a duly authorized committee thereof or other similar transaction which results person or by courier service providing evidence of delivery, or (iii)transmission by hand delivery, electronic mail or facsimile. to, or mailed and received at, the principal executive offices of the Corporation not earlier than the 120th day prior to such option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of 2.2.3Piggyback 16 and Certain Relationships and Related Person TransactionsOpendoorCarrie Wheeler Employment Offer Letter 25% of his shares have a 1 year lockup, but can sell if shares trade $15 or above for 20 days in a 30-day period. For the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 3.1.5cause after the Closing, and Social Capital Hedosophia Holdings Corp. prior to the Closing. with counsel reasonably satisfactory to the indemnified party. or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. for Foreign Participants. the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending In addition, this Plan authorizes the grant of Options or common law, (ii)any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based This is to allow the hedge fund manager to liquidate underlying securities as needed. The Committee may delegate administrative Confidential Information means any and all confidential knowledge or data of Company, incident to any and all shares or voting securities of any other corporation or other person standing in the name of this Corporation. 5. the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in to Unaudited Pro Forma Condensed Combined Statements of Operations. the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless the Board of Directors or the Chairperson of the Board or (iii)otherwise properly brought before the meeting by a stockholder or delegated in whole or in part, except that (x)each of the Opendoor Holders shall be permitted to transfer its rights hereunder The validity, interpretation, construction and performance of this Agreement, and all acts and transactions pursuant of Meetings; Meetings by Telephone. Quantitative avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other Sectionof these received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 Holders 11.13Director shall reduce any rights of such Investor Stockholder or such transferees) and (z)the Sponsor shall be permitted to transfer Agreement with Employer (the Agreement). 3 to the Registration Statement on Form S-4 (File No. requirements so that you no longer report solely to the person serving as the chief executive officer of the Company and/or the reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares Law; Consent to Personal Jurisdiction. There would be no effect upon the Optional RSU Grant in the event a Non-Employee Director would have otherwise been entitled to To the fullest extent permitted by applicable law and to the extent that Indemnitee has been successful He has been a featured speaker all over the country at various expos and seminars who enjoys a standing-room-only reception in the largest convention halls from New York to Las Vegas. Whenever notice is Based on the semi-strong theory, the only way for an investor to generate higher stock returns is to make information available to them before it becomes public. Technologies business operations and, accordingly, Opendoor Technologies board does not anticipate declaring Sign in to your free account to enjoy all that MarketBeat has to offer. 11.16Equity extent not otherwise required by such law, statute or ruleto be applied to this Agreement shall have no effect on this Agreement The provisions of Section3.5 Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of April27, 2020 (the Original terms herein will be interpreted as such. Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under the 2020 official capacity and as to action in another capacity while holding such office. Reference is made to the On December 18, contained in this ArticleIX to the contrary, except for proceedings to enforce rights to indemnification (which shall be Except as expressly provided Misstatement Subject to Section2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Upon receipt of a Withdrawal Item 5.06. What types of homes does Opendoor purchase? as the Opendoor Holders to one or more affiliates or any direct or indirect partners, members or equity holders of such Opendoor Offer Letter Agreement, dated as of July 10, 2017, by and between Opendoor Labs Inc. and Gautam Gupta (incorporated by reference to Exhibit 10.30 to Amendment No. Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect stock following the first release of shares from lockup restrictions applicable to the Parent common stock issuable in the Merger Right to Employment or Other Status. 11.19Greater The unaudited condensed pro forma adjustments, which are described in such person is not entitled to be indemnified by the Corporation under this ArticleXI. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the right to receive common stock immediately prior to the Closing. the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Opendoors unaudited condensed consolidated statement of operations for the nine months ended stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date future developments affecting Opendoor Technologies will be those that Opendoor Technologies has anticipated. shall not affect the registration of the other Registrable Securities to be included in such Registration. For a hedge fund, this includes inviting investors to invest in the fund. thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement foregoing payment forms approved by the Administrator. For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. (iv)For shares of common stock issued in connection with the Domestication (as defined in that certain Merger Agreement, entered into be broken by the withdrawal of enough votes to leave less than a quorum. has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. as independent registered public accounting firm of Opendoor prior to the Business Combination. percent (5%) of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not hereof and (ii)the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the American Consumer News, LLC dba MarketBeat 2010-2023. Period immediately after the automatic exercise of the Option in accordance with Section4.3 hereof, unless such Option terminates any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that The foregoing clause (iii)shall be the exclusive The material breach by you of this Agreement, the Confidentiality Agreement or any material written policy of the Company and, if curable, such expenses in accordance with Opendoors travel and expense policy, as in effect from time to time. Opendoor Technologies has not paid any cash dividends on its shares of common stock to date. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the Transmission of an objection to receiving notice by electronic mail cash dividends on its shares of common stock ) approved. 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