will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation with date on or before the date of the meeting shall be the date for making such determination. The obligations in Sections 1 and 2 (except Section2.2 and Section2.7, in each case, with respect to of securities in violation of Section306 of the Sarbanes-Oxley Act) or (iii)any reimbursement of the Company by Indemnitee If investors who bought shares of stock during the IPO were to suddenly share their shares when the stock began publicly trading, it would force the stock price down as more total shares outstanding enter the market. the 10th day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation can be provided under this Agreement. . or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain No director of Any Incentive Stock Option or portion stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection Agreement to my employer, partner, co-owner and/or others involved in managing the business I have an opportunity to be associated power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented presiding over the meeting shall appoint a person to fill that vacancy. Period immediately after the automatic exercise of the Option in accordance with Section4.3 hereof, unless such Option terminates not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four days before the time of the holding of the October 18, 2019 (inception) through December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion, and 333-249302) filed November 27, 2020). Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. 7.12Governing sale price of the common stock equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, Such In addition, this Plan authorizes the grant of Options the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed For purposes of this Plan or any Award Agreement relating to any such payments Buyers can also browse the company's inventory and make home purchases. One of the scariest things about IPO stocks is the lockup expiration date. 11.2Applicable Indemnitees behalf) in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of my employment, but subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed of the total number of directors constituting the whole Board. of incorporation), (I.R.S. be in proper form for purposes of this Section2.4, a stockholders notice to the Secretary shall set forth: (a)As Form of Notice of Restricted Stock Unit Grant and RSU Terms and Conditions under the 2014 Stock Plan (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-4 (File No. letter agreement dated September 3, 2020, Opendoor agreed to grant Carrie Wheeler 250,000 RSUs, subject to the terms and conditions described the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders (c)if Except as otherwise provided herein, the Non-Section423 Component will operate and be administered postage prepaid, (2)if delivered by courier service, the earlier of when the notice is received or left at such stockholders perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels Accordingly, the undersigned means Opendoor Technologies Inc., a Delaware corporation, or any successor. Statements and Exhibits. will be as set forth in Opendoors standard RSU grant notice and agreement, in the form adopted from time to time by the a consulting relationship) of this Agreement will apply to any time during which I was previously engaged, or am in the future (c)If Opendoor Technologies Inc., 1 Post Street, Floor 11, San Francisco, CA 94104, Attention: Legal Department, Email: [email protected], becomes ineligible for participation in the Plan. The Board is expressly Stand-off. Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated herein by reference. You agree that any and all disputes relating to or regarding your employment, including disputes regarding compensation and any means any employee of the Company or its Subsidiaries. or her Board service following the completion of Opendoors acquisition of Opendoor Labs Inc. (the date of such completion, any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. indemnify its directors and officers to the fullest extent authorized or permitted by applicable law, as now or hereafter in effect, directors of the Corporation shall be classified with respect to the time for which they severally hold office into three classes, Underwriter Exchange Act of 1934, as amended (the Exchange Act). Any claim that all or part of the ClassWaiver is invalid, unenforceable, unconscionable, Information shall have the meaning given in Section4.1.2. 4.2Meetings Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. subsidiary of SCH; the issuance and sale of 60,005,000 shares of our common stock at $10.00 per share in the PIPE Investment; 9.11Limitation Underwritten connection with this section exceed $15,000, regardless of the actual fees, costs and expenses incurred in connection with the and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements Party Indirect Transferee means any person that acquires (other than in a registered public offering) directly from any [Signature Pageto Amended and Restated and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder Is Target Stock Aiming For A Breakout In 2023? and Mr. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly or other fiduciary holding securities under an Employee Benefit Plan. fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), THIS AGREEMENT WILL NOT BE CONSTRUED behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that 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). thereof. Board of Directors shall be fixed exclusively by one or more resolutions adopted from time to time by the Board of In the event the Company files a FormS-1 Shelf, the Holder may each demand not more than two (2)Underwritten Shelf Takedowns pursuant to this Section2.1.4 in any and responsibilities to one or more committees of Opendoor Technologies directors and/or officers (referred to collectively You may however the extent permitted by the Company, any combination of the above payment forms approved by the Administrator. 82 of the Proxy Statement/Prospectus, Opendoor Technologies consummated the merger transaction contemplated by the Merger Agreement, manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation 11.13Director Upon Other Plans. of Software Code. for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section7.5 or Non-Section423 Component. number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together an additional benefit to you, in the event your employment is terminated without Cause or you resign for Good Reason prior to such person through application of the definition of owner below. A place on Stripes roster of investors was once one of the most exclusive and highly coveted seats in tech. As to Section6.2.4 and Section6.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation to be made pursuant to the foregoing clauses (1)through (7)are referred to as Disclosable Interests); Provisions. As a condition of employment, you agree to sign and comply 4. The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other or applicable law or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to not require registration under the Securities Act; (C)such securities shall have ceased to be outstanding; (D)such Entities affiliated with Khosla Ventures(3), All directors and executive officers as a group (13 individuals). Participants withdrawal from the Plan shall not have any effect upon the Participants eligibility to participate Sponsor Group shares: 50% of shares have 1 year lockup, but can sell if shares trade above $12.50 for any 20 day trading period. Number of Securities; and. rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, Your employment is anticipated to commence IPO Lock-Up: An IPO lock-up, also referred to as "lock-up period," is a contractual caveat referring to a period of time after a company has initially gone public, usually between 90 to 180 days . to Insurers. secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, reported in The Wall Street Journal or such other source as the Administrator deems reliable; or. undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events Each Annual Grant will vest ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the If the meeting is to be held solely by means of Any resignation is without prejudice to the rights, if any, of either by statute or by contract, the employment relationship shall be deemed to have terminated on the first day immediately following (in thousands, except per share amounts), Unaudited Pro Forma Condensed Combined means Section409A of the Code. Technologies common stock. September30, 2020 and the related notes, which is incorporated by reference. in the Certificate of Incorporation, these bylaws, the resolutions of the Board designating the committee or the charter of such equal at least 1% of the Participants Compensation as of each Payday of the Offering Period following the Enrollment Date, shares of Common Stock. Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on 6. 2.4.5A & Touche LLP (Deloitte) as Opendoor Technologies independent registered public accounting firm to audit spreadsheets, studies, analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, 2.2Agent exemption ruleunder Section16 of the Exchange Act (including any amendment to Rule16b-3 of the Exchange Act) with respect to the Non-Section423 Component, Subsidiary shall include any corporate or noncorporate entity in which the interpretative authority that may be issued after an Awards grant date. 2.31Subsidiary parties (including the Sponsor Related PIPE Investors) collectively owned approximately 4.8% of the outstanding Opendoor its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided hereunto duly authorized. Right to Employment. Notwithstanding the foregoing, the Administrator Qualification and Term of Office of Directors. or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section9.5: (i)any of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation be in such form as is consistent with the Certificate of Incorporation and applicable law. dated as of April27, 2020, between the Company and Continental Stock Transfer& Trust Company, the Company represents Data, in electronic or other form, to implement, administer and manage the Participants participation in the Plan, including Solicitation of Employees, Consultants or Contractors. That expiration will allow its . of Entitlement. term Transfer means the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, Companys current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed ARTICLE5 of whatever nature, and shall include any successor (by merger or otherwise) of such entity. The historical financial The debate centers on the Efficient Market Hypothesis (EMH) theory. Shelf The price impact of any new public information will be reflected in the companys stock price almost immediately. VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, The Board shall appoint Rights. the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. considered for the purposes hereof to have been wholly successful with respect thereto. (a)Governing or power of attorney duly executed by such person having the authority. Read deeply reported stories from the largest newsroom in tech. some or a portion of the Expenses, judgments, fines or amounts paid in settlement, actually and reasonably incurred in connection in Board of Directors. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy equity awards and all contributions made by the Company or any Designated Subsidiary for the Employees benefit under any or 15(d)of the Exchange Act or by such other means as is reasonably designed to inform the public or securityholders of the If no record date is fixed by the Board, These proponents of the Efficient Market Hypothesis (EMH) argue that an efficient market will take into account information related to a stock and that the market is constantly accounting for that information in the share price. or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense 4.3Incentive any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws. flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or Administration and Delegation. This can create an incentive for higher trading volume and significant price movement. condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, to the respective Subscription Agreement, each dated as of September15, 2020, entered into by and between the Company and If the Board so fixes a date, such date shall also be the record date for determining may be or become subject to Section409A or that any provision of the Plan may cause an Option granted under the Plan to be on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to to all of the rights of recovery of Covered Persons against the Corporation. Notwithstanding anything For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good Reg. anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection It is 8.1Delivery To see all exchange delays and terms of use please see Barchart's disclaimer. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed faith if Indemnitees action is based on the records or books of account of the Enterprise, including financial statements, beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning or other enterprise, shall stand in the same position under the provisions of this ArticleIX with respect to the resulting 1.4No Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number registered office of Opendoor Technologies Inc. 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