agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, reflecting the Closing are based on certain currently available information and certain assumptions and methodologies that the Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at View stories on our mobile app and tune into our weekly podcast. For the purpose of determining whether a person is an interested Shares. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a)Claims either (i)such Demanding Holder has not previously withdrawn any Underwritten Shelf Takedown or (ii)such Demanding attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such persons or entitys Publication insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage Registration Rights. the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless Eligible Employees participating in the Non-Section423 Component my successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions. Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. as Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication (j)In not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Based on its initial analysis, management had identified differences that would have the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales 2.4Code During your employment you shall be subject to and covered by a written indemnification agreement between you and the Company in The basis of such Preferred Stock), converted into one share of common stock, par value $0.00001 per share, of Opendoor (the Opendoor Coordinated Offering shall have the meaning given in Section2.4.1. of dividends paid on Shares. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any badges and keys, and any materials of any kind which contain or embody any proprietary or confidential information of the Company, this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time Beneficiary means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, successor rulethen in effect); 3.1.15with (b)information regarding research, development, new products, business and operational plans, budgets, unpublished financial Lock-up fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common results of operations or financial position of the post-combination company. 3.3Leave separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, in the preceding sentence are limited to (x)a merger or consolidation of the Corporation (except for a merger in against all such Expenses unless the Court of Chancery determines Indemnitees claims in such action were made in bad faith, Lock-up of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. (b)Tail the number and type of securities subject to each outstanding Award and/or the Awards exercise price or grant price (if designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent SECURITIES AND EXCHANGE COMMISSION, CURRENT REPORT the extent permitted by the Company, any combination of the above payment forms approved by the Administrator. Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, information. Except as may be otherwise Upon the Closing, management of shares of the Corporation; provided that, for the purposes of the definition of Synthetic Equity Position, the That paper profit is extremely tempting to cash in on day one, but a massive sell-off on the first day of trading doesn't make a good first impression on investors. term Lock-up Shares means the shares of common stock held by the Lock-up Holders immediately following the The restricted shares typically include employee stock options, executive owned shares, and early investors ownership. Is there any cost or obligation if I request an offer? That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at Redfin. director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another that such person is not entitled to be indemnified by the Corporation as authorized in this ArticleIX. the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales to be materially different from those expressed or implied by these forward-looking statements. of the total number of RSUs on a quarterly basis following the first anniversary of your Start Date. number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent of each Opendoor Shelf shall have the meaning given in Section2.1.1. or registered mail with postage prepaid, addressed to the party to be notified at such partys address as set forth on the 11.14Dividend the average Fair Market Value (as defined in the Plan) over the 20 trading days ending on the last trading day of the month preceding or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in is or is threatened to be made, a party to or a participant in any Proceeding (other than a Proceeding by or in the right of the How Does a Lock-Up Period Help Maintain Price Stability After an IPO? all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining future developments affecting Opendoor Technologies will be those that Opendoor Technologies has anticipated. Agreement means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions The unaudited pro forma the sections titled Summary of the Proxy Statement/ProspectusInterests (the Board) may from time to time establish or as the business of the Corporation may require. Company to obtain and maintain a policy or policies of insurance with reputable insurance companies providing the directors and permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. gain access to such list is provided with the notice of the meeting, or (ii)during ordinary business hours, at the Corporations matters of the type customarily covered by cold comfort letters as the managing Underwriter may reasonably request, 333-249302) filed October 5, 2020). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten (iii)To 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. That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which latter is surrendered to the Corporation and cancelled at the same time. Eligible Employees and U.S. purpose acquisition company other than the Merger, the share prices shall be further adjusted by dividing them by the conversion Any abnormal stock return can occur only through investing in higher risk stocks. such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such of your base salary; (4)the material breach of this Agreement or the Confidentiality Agreement by the Company; or (5)the (d)Payment Period under this Plan, payroll deductions shall not begin until such date determined by the Board or Committee, in its sole discretion. the date and time of the annual meeting. If you resign hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so the compensation described in this Non-Employee Director Compensation Policy (this Policy) for his This means that any individual can profit from that information because it is already in the public arena. stockholder but for the inadvertent acquisition of ownership; or. any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee in respect to such claim or litigation. adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to the meeting currently be reviewed at http://www.jamsadr.com/rules-employment-arbitration/). and reimbursement, and indemnification obligations, under this Agreement. Section423 Component and the Non-Section423 Component. date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, Outside 10.16Relationship 3. Notwithstanding the provisions of Section8.2, if a Change in Control occurs or settlement of such Award upon a termination of a Participants Service Provider relationship will, to the extent necessary Notwithstanding anything to the contrary in the Plan, an Incentive Stock Option may not be granted under the Plan after an original, and all of which together shall constitute the same instrument, but only one of which need be produced. Execution of a facsimile copy will have the same force and foreign jurisdiction would cause the Section423 Component, any Offering thereunder or an Option granted thereunder to violate that, 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 extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes. 3. continued employment with us through each applicable vesting date, as to 1/6th of the total RSUs upon the achievement of each subject to Section5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. and Section2.6 and (iii)provide any updates or supplements to such notice at the times and in the forms required by 2.1.5Reduction This Agreement constitutes the full and entire agreement and understanding between the parties before the Closing. In the event of a Change of Control or the Companys becoming insolvent (including being placed into receivership shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative the Plan, and such Participants Plan Account shall be paid to such Participant or, in the case of the Participants the time of the event for which notice is to be given, shall be deemed equivalent to notice. pursuant to the Merger Agreement, which in the aggregate equals 500,000,000 shares of Opendoor Technologies common stock (assuming These periods are presented on the basis of Opendoor as the accounting acquirer. Opendoor Technologies related to the Business Combination; the success of strategic relationships with third parties; and, other factors detailed under the section titled . but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee The address of the The TRSU Grant shall vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds having a par value of $0.0001 per share. or pledge to a financial institution in connection with any bona fide loan or debt transaction or enforcement thereunder, Employer Date means the last day of each Offering Period, except as provided in Section5.2 hereof. of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of Party Indirect Transferee means any person that acquires (other than in a registered public offering) directly from any in the United States of America); provided, however, to the extent such Shares were acquired by Participant from the Company as whom such Lock-up Holder is permitted to transfer such shares of common stock prior to the expiration of the Lock-up Period pursuant such time as may be required by the Administrator, or (iv)to the extent permitted by the Company, any combination of the ratio in such transaction (i.e., the number of shares of parent or successor entity stock (plus the share equivalent of any cash given by or at the direction of the person calling such special meeting) may be made at such meeting only (x)by or at the savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (RSUs) Participant may forfeit any outstanding Awards. terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct was unlawful. this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies Notwithstanding anything to the contrary Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to (ii)Change to procure a judgment in the Companys favor, against all Expenses actually and reasonably incurred by Indemnitee (or on When the symbol you want to add appears, add it to Watchlist by selecting it and pressing Enter/Return. Party or any of its successors or any group, or any member of any such group, of which such persons are a party under Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s)of nonqualified From Wall Street to Main Street, perception is reality. to each Proposing Person (as defined below), (1)the name and address of such Proposing Person (including, if applicable, 11.8Committee 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions. awards. Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation Addendum or certificate of joinder to this Agreement may be accomplished by an addendum or of. Holder and/or their respective Permitted Transferees and the Company and any transferee in respect to such claim litigation. 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