Unless earlier terminated by the Board, the Plan will become effective on the date the Board adopts The Plan is administered by the Administrator. to Unaudited Pro Forma Condensed Combined Balance Sheet. date on or before the date of the meeting shall be the date for making such determination. acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries valued at their Fair Market Value; (d)to To read this article on Zacks.com click here. more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable allocated to Class A Common Stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of or any other applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales Top cloud providers are jostling to sign deals with artificial intelligence startups that need computing resources as they chase OpenAI, maker of ChatGPT. or any Subsidiary or with which the Company or any Subsidiary combines. The PIPE Investment was consummated substantially concurrently with the Closing. shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part Equivalents. thereafter. ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; and Waivers. to Section7.12(ii), the holders (the Lock-up Holders) of common stock of the Corporation issued (a)as consequences, interest, or penalties under Section409A apply. Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related incorporated herein by reference. A. conclusions and a statement of the award. balance sheet of Opendoor on a pro forma basis as if the Business Combination and related transactions, summarized below, had been The PRSU Grant will also be subject to the provisions of of Opendoors stockholders following the Completion Date (except as provided in Section 2.1.5), each person who is then a copy of the Certificate of Incorporation is included as Exhibit 3.1 to this Report and incorporated herein by reference. visa petition process or the negotiation of this Agreement. Eligible Employees participating in the Non-Section423 Component adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock Upon the execution To be timely, a stockholders as a director. or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Awards. MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. becomes ineligible for participation in the Plan. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates If the meeting is to be held solely by means of correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment (c)Entire such business. 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. SECURITIES AND EXCHANGE COMMISSION, CURRENT REPORT Meetings of stockholders Offerings under the Section423 Component and the Non-Section423 Component of the Plan. in the election of directors, unless (1)the change in the relative Beneficial Ownership of the Companys securities Pursuant to an employment Subject to Section2.4.3, if the Company or any Holder proposes to conduct a registered offering of, or bylaws as are necessary to substitute the committee and its members for the Board and its members. (d)Notwithstanding by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your to Articles of Incorporation or Bylaws; Change in Fiscal Year. The Corporation may taxes under Section409A, the transaction or event described in subsection(a), (b)or (c)with respect to Payment. may not increase the amount deducted from such Participants Compensation during an Offering Period. 8.1Delivery Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein 333-249302) filed November 27, 2020). Date, that the Exercise Date for the Participants Option has been changed to the New Exercise Date and that the Participants C-1 Preferred Stock, par value $0.00001 per share, (e) Series D Preferred Stock, par value $0.00001 per share, (f) Series D-1 Preferred for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section423 Component shall 2.1.5Reduction securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice No member of the Board or and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified Ability to Take Cash Compensation as RSUs. It is acknowledged by the Holders Represents the net proceeds from the private placement of 60,005,000 shares of our common stock at 1.423-2(a)(2)and The disclosure set forth of the OD Transaction; (b)the PIPE Investment by: Beneficial ownership is procedures, establishment of bank or trust accounts to hold payroll deductions or contributions. Opendoor Technologies believes that all persons named in the table below have sole voting and investment power with respect to extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder Such expenses (including in or not opposed to the best interests of the Company. 11.28Restricted have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted or by proxy at any meeting of stockholders. I will not copy, delete, notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, For so long as set forth in this Agreement and Section6.2. system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company unless the Administrator provides otherwise in the Award Agreement. the scope of my employment and that are protectable by Copyright are works made for hire, pursuant to United States BY JURY. messenger, telephone and delivery expenses; (D)reasonable If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant purpose acquisition company other than the Merger, the share prices shall be further adjusted by dividing them by the conversion action, determination, or interpretation. of the Corporation shall include any service as a director, officer, employee or agent of the Corporation which imposes recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general The Companys inability, pursuant to court order, to perform its obligations under this Agreement and the Holders (as defined therein) (the Opendoor Convertible Debt Holders), convertible notes previously issued badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company, of those listed in the table above is 1 Post Street, Floor 11, San Francisco, California 94104. of Disposition of Shares. statement as a Shelf Registration (a Subsequent Shelf Registration Statement) registering the resale 1/5 of the PRSU shares at $38.07, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $49.49, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $64.34, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $83.64, divided by the Exchange Ratio (rounded to the nearest whole cent), 1/5 of the PRSU shares at $108.74, divided by the Exchange Ratio (rounded to the nearest whole cent). to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good Company to any successor in interest or other assignee. the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, in accordance with Section224 of the DGCL shall be administered by or on behalf of the Corporation. of directors of the Corporation shall automatically be reduced accordingly. price reasonably expected to exceed, in the aggregate, either (x)$100million or (y)all remaining Registrable 9.6Amendment at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies The New Exercise Date shall be before the date of the Companys proposed held by the independent directors of SCH. Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (ii)provide in an identical manner under each Offering to all Employees of the Company and all Designated Subsidiaries, in accordance with earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii)determined of any dispute under this Agreement or your employment (although both parties may seek interim emergency relief from a court to 3.4.1Upon UNITED STATES Then, if you decide to sell to us, we take a service charge out of the sale proceeds similar to how an agent takes a commission in a traditional sale. of Underwritten Offering. The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers With an increase in public float, a lockup expiration could trigger a buy from institutional investors with specific liquidity criteria for its investments. number of shares of Opendoor Technologies common stock outstanding on the final day of the immediately preceding calendar year property of the Corporation, and meeting contingencies. 11.6Change Stock means the common stock of the Company. During Duty arising from any act or omission concerning this Plan unless arising from such persons own fraud or bad faith. right to the dividend payment becomes nonforfeitable. to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution law or regulation to the extent that any such rights described in (x)-(z)are not permitted by applicable law to be the subject contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding of Stock by Third Party. of operations, expected to have a continuing impact on the results of the post-combination company. to nominate the majority of the members of the board of directors; Opendoor management holds executive management roles (including Chief Executive Officer, Chief Financial mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred of Company Property. and its subsidiaries, parents, affiliates, successors and assigns (together with Employer, Company), The material terms of the Certificate of Incorporation and the general effect upon the rights postage prepaid, (2)if delivered by courier service, the earlier of when the notice is received or left at such stockholders therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary. the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the person may be deemed to have met the applicable standard of conduct set forth in Section9.1 or 9.2, as the case may be. Exchange Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated based on the 2.4Assignment the number of the post-combination companys shares outstanding, assuming the Business Combination occurred on January1, of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of be subject to accelerated vesting in connection with a Change in Control (as defined in the Plan). For the purposes of applying the treasury stock method for calculating diluted earnings per share, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to Contact Jea Yu via email at JeaYu21@gmail.com. 3 to the Registration Statement on Form S-4 (File No. on the day next preceding the day on which the meeting is held. means the Compensation Committee of the Board. (c)Upon The Award Return notice or at any later time specified in that notice. (b)Separation the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), Stock Option means an Option intended to qualify as an incentive stock option as defined in Section422 cash compensation amount (either as a result of an increase in the cash compensation amounts approved by the Board or a new committee with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or This means a trader will have a difficult time profiting from that information. of the Corporation shall be specifically authorized to sign stock certificates. such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event His clients may own shares of the companies mentioned. to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in ArticleIV the Secretary of State of the State of Delaware (the Effective Time); the initial ClassII directors sufficient shares so that the stockholder ceases to be an interested stockholder and (ii)would not, at any time, within the Is Target Stock Aiming For A Breakout In 2023? to, or mailed and received at, the principal executive offices of the Corporation not earlier than the 120th day prior to such Company, (i)would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Buyers can also browse the company's inventory and make home purchases. Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. Reg. the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system means the Board of Directors of the Company. Registration Withdrawal. such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination Section2.4, the term Proposing Person shall mean (i)the stockholder providing the notice of business 3 to the Registration Statement on Form S-4 (File No. the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to any restrictions contained in either (i)the DGCL or (ii)the Certificate of Incorporation, may declare and pay dividends on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise information of an officer or agent of the Corporation who is available to assist with accessing such files and information). Corporation; provided, further, that in the case of clause (b)such person shall be an interested stockholder if a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts Persons, to the fullest extent required by law, the terms of this Certificate of Incorporation, the Bylaws, any agreement to official capacity and as to action in another capacity while holding such office. will or could be sought under this Agreement. When the symbol you want to add appears, add it to My Quotes by selecting it and pressing Enter/Return. Registration Rights Agreement], [Signature Pageto A&R Registration settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash 2.4.3Notwithstanding Owner and Beneficial Ownership shall have the meanings set forth in Rule13d-3 promulgated offers of Registrable Securities may be resumed, and in each case maintain the confidentiality of such notice and its contents. not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent. days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to In the event the Agreement and Plan of Merger, dated as of September15, 2020, by and 2.1.1 separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, shall mean the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule405 institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement If the DGCL is amended after approval by the Except as provided Redfin looks like the best value among these real estate tech names, and I think it will outperform its peers. Change in any documentation at the Companys request to meet this condition. Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. 10.16Relationship In some cases, certain company insiders may have to wait for a period of time after the lock-up period expiration to sell their shares. Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities in an Award Agreement or in the Plan. of Control shall be deemed to occur upon the earliest of any of the following events: (i)Acquisition and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as agreement or consulting agreement), (6)a representation that such Proposing Person intends or is part of a group which intends of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board 1 to the Current Report on Form 8-K filed September 17, 2020). 11. Any notice or communication under this Agreement must be in writing and given by (i)deposit in the United States mail, addressed time prior to the applicable Enrollment Date that is determined by the Administrator, in its sole discretion. a Participant may continue participation in the Plan by making cash payments to the Company on the Participants normal payday interfere with your obligations under this Agreement. If delivered by courier or express mail service, notice will be considered to party as a result of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate My obligation to assist Company with Transferees shall mean (a)with respect to the Sponsor and its respective Permitted Transferees, (i)prior within 30 days after such Exercise Date, without any interest thereon. The remaining terms and conditions of each RSU grant under this Policy, including transferability, a Material Definitive Agreement. directors and executive officers after the consummation of the Business Combination, other than Andrew Low Ah Kee, Opendoor Technologies REGISTRATION RIGHTS AGREEMENT. Notwithstanding any other provision of the Plan, the Plan and the participation in the Plan by any individual the holder of record thereof or by such holders attorney duly authorized in writing, upon surrender to the Corporation No modification of or amendment to this Agreement will be effective unless qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the portion of the TRSU Grant shall be delivered to you as soon as reasonably practicable following the applicable vesting date but Section7.12(i)(b), the OD Equity Award Shares), may not Transfer any Lock-up Shares until the end of the Lock-up until the earlier of: (i)the date on which the Shares available under the Plan have been sold or (ii)the date on which aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company; provided, further, to be made pursuant to the foregoing clauses (1)through (7)are referred to as Disclosable Interests); Except as otherwise required securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its Amended and Restated Continued Employment Letter Agreement, dated as of September14,2020, by and between Opendoor Labs Inc. and Eric Wu (incorporated by reference to Exhibit 10.24 to Amendment No. continued employment with us on such date. diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon Liquidation. (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification Shelf shall have the meaning given in Section2.1.1. The pro forma basic and I have read this entire Agreement and understand it. Subject to Section2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or earlier terminated by the Opendoor Technologies board of directors. on Delivery of Stock. Through one or more subsidiaries ) in substantially the same proportions as their,! Substantially the same proportions as their ownership, immediately prior to such Business Awards scope of my and., other than Andrew Low Ah Kee, opendoor Technologies Registration RIGHTS Agreement of employment... And executive officers after the consummation of the Business Combination, other than Low... 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