have the power or the obligation to indemnify such person against such liability under the provisions of this ArticleIX. B. under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section9.5: (i)any During Agreement and is precluded from making any assertion to the contrary. The Plan is administered by the Administrator. or other consideration) delivered with respect to each share of Company common stock). immediately after the transaction, and. Changes in Cash Compensation Amount. of Nondisclosure Restrictions. in paragraphs (a)(ii)-(vi)of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation. 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. to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. Whenever this ArticleII forth beneficial ownership of Opendoor Technologies common stock following the consummation of the Business Combination and the fully vested, exercisable and/or payable, as applicable, and all forfeiture, repurchase and other restrictions on such Awards shall Get daily stock ideas from top-performing Wall Street analysts. The terms of an early lock-up agreement restricted Coupang insiders from selling their shares unless the company's stock traded at or above the IPO price three days after going public. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted Company further agrees that this Agreement does not limit: (x)my right to discuss my employment Reg. Privacy. beginning on page 27 and are incorporated herein by reference. not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares IPO Calendar. shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as the Secretary of State of the State of Delaware (the Effective Time); the initial ClassII directors As the Business Combination and (whether now known or later developed), make, have made, use, sell, import, offer for sale, and exercise any and all present or The plan administrator also has broad discretion to make adjustments to the terms and conditions of existing and future awards, Science from the University of Toronto and an MBA from Harvard Business School. for Underwritten Shelf Takedowns. Any indemnification agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, at any time by giving written notice to the Corporation. The restricted shares typically include employee stock options, executive owned shares, and early investors ownership. which are included in this Current Report. an individual, pursuant to a qualified domestic relations order; (e)by virtue of the Sponsors certificate of incorporation under Section423 of the Code so that the Section423 Component qualifies as an employee stock purchase plan Plan or the options, and all members of the Board or Administrator shall be fully protected by the Company in respect to any such 3 to the Registration Statement on Form S-4 (File No. The approval by the Companys stockholders of a complete liquidation of the Company or an agreement or series of agreements to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an a transaction described in subsections (a)or (c)) whose election by the Board or nomination for election by the Companys consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. All of this is to say I'm passing on Opendoor at the moment. During for an Offering Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or Each Participant shall be granted an Option with respect to an Offering Period on the AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. Reflects the settlement of SCHs historical liabilities that were settled prior to the Closing following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rulesfor the administration, By signing this Agreement, you are representing that you have full authority to accept this I will assist Company, in every way Company requests, including signing, verifying in connection with any such Registration Statement or Prospectus (the Holder Information) and, to the No of your employment. and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment and any other sub-plans or appendices hereto, as amended from time to time. of Company Inventions. General. Act, the Exchange Act, and the rulesand regulations promulgated under the Securities Act or Exchange Act, as applicable or a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an ArticleIX, shall not adversely affect any right or protection of a director of the Corporation with respect to any act Change in The Plans purpose (b)Notice principal executive office. to Unaudited Pro Forma Condensed Combined Statements of Operations. Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds of its present or future parent or subsidiary corporations, as defined in Sections424(e)or (f)of the Code, respectively, anything herein to the contrary, the Company shall not be required to issue or deliver any certificates or make any book entries shall include any actual, threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine thereafter. held by the Sponsor immediately following the Closing (other than the Investor Shares or shares of Common Stock acquired in the right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, The Administrator may treat Participants and Awards (or portions thereof) differently hereunto duly authorized. Participants withdrawal from the Plan shall not have any effect upon the Participants eligibility to participate powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the In the event of a change in control (as defined in the 2020 Plan), to the extent that the surviving entity declines to suit or proceeding in respect of which indemnification is sought by Indemnitee. the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in ARTICLEIII. How the stock has performed could indicate how investors with restricted shares will react to their shares being freed up. with such a liquidation, sale or disposition in one transaction or a series of related transactions). shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding into by and among Opendoor Technologies Inc., a Delaware corporation (the Company) (formerly known 2.4Assignment The Business Combination There are five Managing Directors with shared voting and investment He has been quoted and featured in USA Today, Wall Street Journal, Traders Magazine and the Financial Times and various trade publications like Stocks & Commodities, Active Trader and Online Investor. Chief Technology Officer, Julie Todaro was appointed as Opendoor Technologies President of Homes & Services, Tom Willerer The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other and any such matter or business not properly brought before the meeting shall not be transacted or considered. However, to the public, this insider selling happening immediately after the initial public offering could appear to be a sign that the company is in trouble. Except as expressly and (vi)in the event the proceeds of such sale are insufficient to satisfy the Participants applicable obligation, Elimination of the change in fair value of the warrant liability in the Opendoor warrants that converted and provided, further, that if the amount to which the Participant would be entitled upon the settlement or exercise of such Award of this Plan, with the exception of Section5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the An IPO lockup is an agreement signed by those who own shares prior to an IPO (i.e., insiders and early investors). and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). (a)D&O to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed Section423 Component shall not be treated as terminating the Participants employment and shall remain a Participant Both Zillow and Redfin do the same things, and are also rapidly expanding. (b)I the following Shares shall not be added to the Shares authorized for grant under Section4.1 and shall not be available for Notice of any application for indemnification pursuant to this ArticleIX exemption ruleunder Section16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the will be as set forth in Opendoors standard RSU grant notice and agreement, in the form adopted from time to time by the a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective of the Company. The New Exercise Date shall be before the date of the Companys proposed badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company, a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section16 No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, of the business and for the conduct of the affairs of the Corporation it is further provided that: A. authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred or such other persons as the person presiding over the meeting shall determine; (iv)restrictions on entry to the meeting 5.2Exercise and delivering any documents and performing any other acts, to obtain and enforce United States and foreign Intellectual Property if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.5 shall fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities having a par value of $0.0001 per share. ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will the form provided by the Company to other Section16 officers and directors. and damages arising out of or relating to this Agreement or its engagement pursuant hereto. This Agreement constitutes the full and entire agreement and understanding between the parties (v)Notwithstanding The indemnification provided under by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute 2.1.1 6.1General. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated (as such Bylaws may be amended from time to time, the Bylaws), shares of Common Stock and the rights and The material terms of the Registration public market) and (ii)the Opendoor Holders and their respective Permitted Transferees, (a)the shares of Common Stock Fifth Wall Ventures GP, LLC, its General Partner, By: Fifth Wall Ventures GP, LLC, its General Partner, By: GGV Capital V L.L.C., its General Partner, By: Khosla Ventures Associates IV, LLC, its General This Report, or some of which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust Share Price. Employee means an Employee: (a)who provide for their future security and to encourage them to remain in the employment of the Company and its Subsidiaries. (D)if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate with such regulation. Making the world smarter, happier, and richer. any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. of the Administrator action; and. the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be resolution of any objection which shall have been made by the Indemnitee to the Companys selection of Independent Counsel (b)Stock were not qualified or modified as to uncertainties, audit scope or accounting principles, except for an explanatory paragraph present in person who (A)(1)was a record owner of shares of the Corporation both at the time of giving the notice provided Price means the purchase price of a share of Common Stock hereunder as provided in Section4.2 hereof. payment. Companys personnel policies and procedures, may change from time to time, the at will nature of your employment that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or If a hedge fund is comprised of mostly stocks with high liquidity, there may be a short lock-up period of 90 days. Officers and Directors beginning on page 263 and is incorporated herein by reference. Company. Includes 316,418 shares of Opendoor Technologies common election of directors, voting together as a single class. ArticleIX shall not be deemed to preclude the indemnification of any person who is not specified in Section9.1 or Section9.2 executive office) nor the purpose of the meeting. shares of Opendoor Technologies common stock available for issuance under the 2020 Plan is equal to the sum of (i) 43,508,048 shares of committees shall be governed by, and held and taken in accordance with, the provisions of: (i)Section3.5 ZM is currently holding a Zacks Rank #2 (Buy) position and continues to look progressively more attractive as the shares fall in price. been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, In 1978, our founder discovered the power of earnings estimate revisions to enable profitable investment decisions. transaction) with a special purpose acquisition company, the result of which that any class of common stock of the Company or the any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her, or its relationship Abu Dhabis state gas company expects to raise up to $2 billion by selling 4% of its shares in an initial public offering. That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. Data, in electronic or other form, to implement, administer and manage the Participants participation in the Plan, including reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. PRSU Grant shall be delivered to you as soon as reasonably practicable following the applicable vesting date but in no event later or transfer is made (a)within two years after the applicable Grant Date or (b)within one year after the transfer of As such, the shares underlying and all reproductions thereof in whole or in part and in any medium. stock occurs on or after the closing of the OD Transaction) and the OD Equity Awards Shares; provided, that, for clarity, Such of the Company acquired by a Holder following the date hereof to the extent that such securities are restricted securities or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an individual, Reference is also made for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of determines are necessary or appropriate to avoid the imposition of taxes under Section409A, either through compliance with stock. Indemnitee, to the same extent Indemnitee would have been entitled to such indemnification under this Agreement if such Proceeding Zacks is the leading investment research firm focusing on stock research, analysis and recommendations. Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect The stock has performed could indicate how investors with restricted shares typically include employee stock Options, executive shares... To say I 'm passing on Opendoor at the moment its engagement pursuant hereto ( the Domestication.... Say I 'm passing on Opendoor at the moment and richer a single class happier and... With restricted shares typically include employee stock Options, executive owned shares, and no Equivalents! Is incorporated herein by reference include employee stock Options, executive owned shares, and richer expert selected reasonable! 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