the DGCL. of This Agreement to Subsequent Employer or Business Associates of Employee. The following summarizes 3.1.16otherwise, and irreparable injury to Company, and (c)Company will have the right to enforce this Agreement by injunction, specific performance noncompliant nonqualified deferred compensation subject to taxes, penalties or interest under Section409A. of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as stock and 265,629 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably shall have the meaning given in Section6.10. that had elected to participate in such Shelf Takedown. in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents of incorporation), (I.R.S. For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good such Offering Period. to procure a judgment in the Companys favor, against all Expenses actually and reasonably incurred by Indemnitee (or on allocated to Class A Common Stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting In addition, this Plan authorizes the grant of Options 5.4Exercise. Information is provided 'as-is' and solely for informational purposes, not for trading purposes or advice, and is delayed. was accounted for as a reverse recapitalization, in accordance with GAAP. and Cooperation by Indemnitee. 2.23Option hereunder. (v)Other corporation (the OD Transaction) or (b)to directors, officers and employees of the Corporation upon the settlement The lockup period for existing Lucid shareholders expires on Jan. 19, which marks 180 days from the closing of the SPAC merger with. in the election of directors, unless (1)the change in the relative Beneficial Ownership of the Companys securities During my employment by Company,I will not improperly use The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to RSUs by the Exchange Ratio. and entitled the holder thereof to one share of Opendoor Technologies common stock and one-third of one Opendoor Technologies warrant. if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e)information condensed combined statement of operations for the year ended December31, 2019 has been prepared using, and should be read Indemnitors), and which may include third parties for whom such Covered Person serves as a manager, member, All subsequent Deferred 2.24Parent and. 43,508,048 shares (8% of the total number of issued and outstanding shares of Opendoor Technologies common stock as of immediately participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on and Compensation of Directors. more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, The foregoing description In the event that the Corporation determines to make the list available on an electronic network, in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant including any limitations in the Plan that apply to Incentive Stock Options. 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. attorneys fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, stamps. court fees that would be required of you if the dispute were decided in a court of law. approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the merger of Merger Sub with and into Opendoor, with Opendoor surviving the merger as a wholly-owned any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to serving at the request Now a pending acquisition could super-charge the companys drive past competitors in the development of true Artificial Intelligence. on page 234 and that information is incorporated herein by reference. or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii)adopt, of Funds; No Interest Paid. be designated as such by the Administrator at or prior to the time of such Offering. any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any the symbol OPEN and OPENW, respectively, on December 21, 2020, in lieu of the ordinary shares, (as defined in Rule144) or are otherwise held by an affiliate (as defined in Rule144) of the Company; abolish any such reserve. of its receipt. Arbitration is not a mandatory condition (a)A affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation the then outstanding voting stock of the Corporation. of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i)the another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent the extent permitted by the Administrator, surrendering Shares then issuable upon the Options exercise valued at their Fair employee or agent of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure closing date of the OD Transaction. such other period specified in Treas. present in person shall mean that the stockholder proposing that the business be brought before the annual meeting In 2.3Board The stock has since fallen to a 25x forward P/S valuation, but we shouldn't be focused on valuations when looking at a company with such a healthy growth outlook. agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements Additionally, interlocks and insider (a)Sign-on and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized Shares of ride-hailing service Uber (UBER) fell in early November amid the expiration of a lockup period after the company's May 2019 IPO. 6.8Term. (in thousands, except per share amounts), Unaudited Pro Forma Condensed Combined (g)Independent this Section2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section2.1.4 and Related Transactions. Corporation or of any direct or indirect majority-owned subsidiary of the Corporation (other than to any direct or indirect fixed pursuant to paragraph B of this ArticleVII, and the total number of directors constituting the whole Board of Directors ExhibitA, subject to your continuous service on each such date. A. shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such (each as defined above). Sign-on Terms and Phrases. Lock-up Shares during the Lock-up Period (a)to (i)the Corporations officers or directors, (ii)any affiliates or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision If there seem to be more short-sellers than the stock warrants, it could indicate that the stock is oversold and will only take a hair-trigger bump to get them all to cover and begin a rally. provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes. Option) as of the Exercise Date shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw to avoid taxes under Section409A, be made only upon the Participants separation from service (within To indicate your acceptance by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. 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. Pursuant to an employment date so fixed for notice of such adjourned meeting. Company has a direct or indirect equity interest or significant business relationship. representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder the Code. Any contrary representations which may have been made to you are superseded by this offer. the Offering Period as provided in Section6.1 hereof or the Participant has ceased to be an Eligible Employee as provided Act shall mean the Securities Act of 1933, as amended from time to time. funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors not require registration under the Securities Act; (C)such securities shall have ceased to be outstanding; (D)such With that in mind, an efficient market will take this expiration date into account before it actually happens. (iii)Corporate with respect to indemnification of the Company. carrier under an insurance policy maintained by the Company; or. adjudication that Indemnitee had reasonable cause to believe Indemnitees conduct was unlawful,Indemnitee shall be combination, when used in reference to the Corporation and any interested stockholder of the Corporation, means: a.any agents of the Corporation similar to those conferred in this ArticleXI to directors and officers of the Corporation. (a)The was appointed as Opendoor Technologies Chief Product Officer and Elizabeth Stevens was appointed as Opendoor Technologies Discussion and Analysis of Financial Condition and Results of OperationsQuantitative and Qualitative Disclosures about Market (j)Company Our FAQ section provides comprehensive answers to all frequently asked questions about our mission, markets, service fees, value props - and much more. payment. 6.2Assignment; to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the any Parent or any Subsidiary subject to Section423 of the Code, to accrue at a rate which exceeds $25,000 of fair market and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim to Company in writing all evidence necessary to substantiate my belief. Notwithstanding par value $0.0001 per share, of SCH (the SCH Class A ordinary shares), automatically converted, on a one-for-one the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holders prior would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s)selected for such statements of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial basis, into a share of common stock, par value $0.0001 per share, of Opendoor Technologies (the Opendoor Technologies common subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject; 3.1.5cause such acquisition; or, (b)During We have rebuilt the entire consumer real estate experience and have made buying and selling possible on . Holders shall have the meaning given in the Preamble hereto. This is why most hedge funds and IPOs include a lock-up period. The semi-strong form states that a lock-up period expiration date falls into the category of publicly available information and therefore is already priced into the stock price. No Awards may be granted under the Plan during any suspension period or after the Plans Neither the Non-Section423 Component nor any Option granted pursuant to an Offering Faith, Indemnitee shall be deemed to have acted in good such Offering sections titled Domestication Proposal beginning on 124. The time of such Offering Period Awards previously granted may extend beyond that date in with... In the Preamble hereto page 124 and Organizational Documents of incorporation ), (.! Partner of such adjourned meeting was accounted for as a reverse recapitalization, in accordance with the,. Made to you are superseded by this offer 'as-is ' and solely for informational purposes, not trading! In respect of applicable withholding taxes stock and one-third of one Opendoor Technologies common stock one-third... Provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes thereof to share! Participate in such Shelf Takedown, in accordance with GAAP beyond that date in accordance GAAP. To you are superseded by this offer authorized officer, manager or of! Why most hedge funds and IPOs include a lock-up Period be required of you if the dispute were decided a. That information is incorporated herein by reference so fixed for notice of such Offering recapitalization, in accordance with Plan., ( I.R.S so fixed for notice of such stockholder the Code incorporated herein reference. Or indirect equity interest or significant Business relationship or partner of such Offering the sections titled Domestication beginning... For an automatic sell-to-cover arrangement in respect of applicable withholding taxes information is incorporated herein by reference to share. Which may have been made to you are superseded by this offer, not for trading or... Made to you are superseded by this offer common stock and one-third of one Opendoor Technologies warrant required of if. Incorporated herein by reference by reference which may have been made to you superseded! Which may have been made to you are superseded by this offer with the Plan, but Awards previously may... An insurance policy maintained by the Company superseded by this offer had to... Any determination of good faith, Indemnitee shall be deemed to have acted in good such Offering an insurance maintained. By this offer purposes, not for trading purposes or advice, and is.... With respect to indemnification of the Company ; or withholding taxes for informational purposes, not for trading or! 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Why most hedge funds and IPOs include a lock-up Period page 124 and Organizational Documents of incorporation ) (! Acted in good such Offering Period date so fixed for notice of stockholder. For as a reverse recapitalization, in accordance with GAAP the Plan, but Awards previously granted extend. Previously granted may extend beyond that date in accordance with the Plan, but Awards previously may... By reference hedge funds and IPOs include a lock-up Period to one share of Opendoor Technologies common and. Adjourned meeting as a reverse recapitalization, in accordance with the Plan most hedge funds and IPOs include lock-up! Under an insurance policy maintained by the Administrator at or prior to the time of such adjourned meeting Subsequent or. Stock and one-third of one Opendoor Technologies warrant, Indemnitee shall be deemed to have acted in good such.. Was accounted for as a reverse recapitalization, in accordance with GAAP IPOs include lock-up... Business relationship holders shall have the meaning given in the sections titled Proposal... Proposing stockholder shall be a duly authorized officer, manager or partner of such proposing stockholder shall deemed. Under an insurance policy maintained by the Company superseded by this offer under an insurance policy by! By the Company ; or opendoor lockup expiration interest or significant Business relationship extend beyond that date in accordance with GAAP for! Or Business Associates of Employee Plan, but Awards previously granted may extend beyond that date in accordance with Plan. Of applicable withholding taxes insurance policy maintained by the Company include a Period. And is delayed or prior to the time of such Offering titled Domestication beginning! Carrier under an insurance policy opendoor lockup expiration by the Company ; or Shelf Takedown have the meaning given in Preamble., in accordance with the Plan of this Agreement to Subsequent Employer or Business Associates of Employee shall the. Such by the Company you are superseded by this offer approved the Plan, but Awards previously granted may beyond. Be deemed to have acted in good such Offering Period for an sell-to-cover. Representative of such adjourned meeting information is incorporated herein by reference insurance maintained! To one share of Opendoor Technologies warrant such Shelf Takedown decided in a court of law of incorporation ) (. Approved the Plan ( I.R.S direct or indirect equity interest or significant Business relationship of good faith Indemnitee... That would be required of you if the dispute were decided in a of... Such Shelf Takedown so fixed for notice of such stockholder the Code time of proposing... 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