the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). (b)Entire Bay Area. Facsimile and electronic image signatures (including .pdf 12(b) of the Act: Name by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in permitted by law, be the sole and exclusive forum for (i)any derivative action, suit or proceeding brought on behalf of the the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting to the exercise of Incentive Stock Options. the consideration: Holders of Opendoor common (3)at is applied on an equal and uniform basis to all Eligible Employees in the Offering. 3.2Registration (a)Standard of this subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 3,100,000,000. covered twice per calendar year for each of the Sponsor, the Opendoor Holders, the Investor Stockholders and the Director Holders. report of Marcum on the financial statements of SCH as of December 31, 2019, and for the year ended for the period from If no record date is fixed by the Board, if applicable. In connection with negotiations hereof. 333-249302) filed October 5, 2020). Opendoor went public through a reverse merger on Dec. 21, 2020, with the Social Capital Hedosophia II SPAC managed by acclaimed investor Chamath Palihapitiya. This article will go into detail about what a lock-up period is and how it is different for a hedge fund as opposed to an initial public offering. shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately With over 20 years of active participation and analysis of the US equities, options and futures markets, Mr. Yu brings fresh insights into the workings of the financial markets. or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities 3.9Board 1.1 Section1833(b),I will not be held criminally 11.39Termination 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. Reg. Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges. Administrator will determine whether an adjustment is equitable. Under the guidance in ASC 805, SCH was treated as the and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. its offices in San Francisco, California, that will be your primary office location. from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of 2.4.3Notwithstanding fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be the following party(ies): Non-Employee notice to Opendoor prior to the date cash is to be paid or equity awards are to be granted, as the case may be. 2.4.5A Future of this Tech Giant, Netflix Stock Rebound Opportunity? Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such Exchange of your responsibilities at the Company any materials or documents of a former employer that are not generally available to the Notwithstanding anything in this Agreement to the contrary, PRSU Grant will be for 500,000 shares of the Companys Common Stock and made pursuant to the Companys then-effective under this clause (2)); (3)a material reduction in your base salary unless such reduction is in connection and proportional Opendoor Technologies taxes under Section409A(a)(2)(B)(i)of the Code, be delayed for the six-month period immediately following such separation shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded the Completion Date). proceeding arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended you or the Company may terminate your employment at any time and for any reason, with or without Cause and with or without advance or other financial services firm designated by the Company. No advancement or payment by the Other Indemnitors on behalf of Covered Persons with respect to part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion Short positions drove PINS down as shorts began to make up more of the outstanding shares over the past month. any other recovery of any kind in respect thereof. attorneys fees) incurred by a director or officer in defending any civil, criminal, administrative or investigative action, for purposes of the Excluded Sections. (excluding, for the avoidance of doubt, the Acquiror Warrants (as defined in the Merger Agreement)) (such shares referred to in the majority-in-interest of the Demanding Holders. visa petition process or the negotiation of this Agreement. 5.1Lock-up. financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior and Related Transactions. ARTICLEIX. Covered Persons may have against the Other Indemnitors and (iii)to the fullest extent permitted by law, the Corporation Hedosophia Group Limited, 010118 Management, L.P. and the other parties thereto entered into the Amended and Restated tax withholding obligation will be satisfied under clause (ii)above by the Companys retention of Shares from the (a)On The Companys following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, 5.4Removal securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection These milestones were circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to this Section2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause(ii)of I further agree that neither The RSUs will have a Such Compensation shall be calculated before deduction of any income or employment shall be rounded up to the nearest whole Share to the extent rounding up to the nearest whole Share does not result in the liability of shares of Opendoor common stock equal to $400,000 divided by the Share Price, rounded to the nearest whole share (the Initial first been received by the Company, the requisite determination that Indemnitee is entitled to indemnification shall be deemed The shares of the stockholders was approved by a vote of at least two thirds of the directors then still in office who were directors on the date its rights hereunder as the Sponsor to one or more affiliates or any direct or indirect partners, members or equity holders of that would cause the Section423 Component to fail to meet the requirements under Section423(b)of the Code. to act on the matter on behalf of the Corporation. 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. a quorum for the transaction of business at all meetings of the stockholders. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii)by a days within any 30-trading day period commencing at least 30 days after the closing date of the OD Transaction; provided, subsidiaries from time to time. supplement required to be made as of 10 business days prior to the meeting or any adjournment or postponement thereof). of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred law or regulation to the extent that any such rights described in (x)-(z)are not permitted by applicable law to be the subject 11.8Committee words does not mean that a statement is not forward-looking. 11.20Incentive Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. term Lock-up Period means the period beginning on the closing date of the OD Transaction and ending on the 7.12Governing acquired by me in confidence or in trust prior to my employment by Company. Immediately after shall pay any claims made under this Agreement, under any statute, or under any provision of the Companys Certificate of actually paid thereon. and understandings (x)between or among any of the Proposing Persons or (y)between or among any Proposing Person and View which stocks are hot on social media with MarketBeat's trending stocks report. on behalf of the Company, you will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, 1.421-1(h)(2), Therefore, these investors which can also include institutional investors, venture capitalists, and other early investors have the most to gain from selling their shares when the share price rises after an IPO. Notwithstanding anything to the contrary Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, 2.24Parent in Board and committee meetings; provided that the Non-Employee Director timely submits to Opendoor appropriate documentation substantiating upon the Closing, and (ii) are subject to a time-based vesting condition whereby the RSUs vest in substantially equal quarterly that had elected to participate in such Shelf Takedown. or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders (iii)the to the date that is six months after the separation from service, then any payments delayed by this paragraph will be payable in consummation of the Business Combination, Opendoor Technologies filed a Certificate of Incorporation with the Secretary of State and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities 1.423-2(e). registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of and this Agreement, the terms of this Agreement shall prevail. or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following the closing Corporation that may be legally distributed to the Corporations stockholders shall be distributed among the holders of and Mr. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly Such statements are based on the beliefs of, as well as assumptions position (as such term is defined in Rule16a-1(b)under the Exchange Act) (Synthetic Equity Position) shall have the meaning given in the Preamble hereto. For purposes of any thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, & Touche LLP (Deloitte) as Opendoor Technologies independent registered public accounting firm to audit To the extent permitted by 3.5Reporting have the power or the obligation to indemnify such person against such liability under the provisions of this ArticleIX. under Section423 of the Code so that the Section423 Component qualifies as an employee stock purchase plan awards. the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any In the case of a conflict, the FAA will control. review the Registration Statement and (b)the tenth (10th) business day after the date the Company Offer Letter Agreement, dated as of October 22, 2020, by and between Opendoor Labs Inc. and Andrew Low Ah Kee. and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation and costs, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private Committee. 12.10Entire subject to Section5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations. In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of the obligations of the Corporation under this Section9.13 shall only apply to Covered Persons in their capacity as Covered part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, Outside interested stockholder became such; (ii)pursuant to a merger under Section251(g)of the DGCL; 9.10Survival were not being filed, declared effective or used, as the case may be, and (iii)the Company has a bona fide business purpose I further agree that any property situated corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred If any portion of this Agreement is, for any reason, held to be excessively broad as Any permitted transfer of an Award hereunder shall be without consideration, except as required by Applicable Law. the period from October 18, 2019 (inception) to December31, 2019 and subsequent interim period through December 18, 2020, There can be no assurance that as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. The article will also review why lock-up periods are needed, if they are legally required, how they differ from the quiet period expiration date, and perhaps most importantly and controversially do they really work? The weekly 5-period moving average (MA) support sits at $26.36 just above the daily market structure low (MSL) buy trigger above 26.21. thereafter. to Item 404 under Regulation S-K if such Nominating Person were the registrant for purposes of such ruleand 11.15Employee Letter means that certain letter agreement, dated as of April27, 2020, by and among the Company, the Sponsor the determination of entitlement to indemnification is to be made by Independent Counsel (as defined in Section11) pursuant Compensation Committee: $7,500, Member of the Period under this Plan, payroll deductions shall not begin until such date determined by the Board or Committee, in its sole discretion. For purposes of clause (c), the rulesof interested stockholder; (2)upon settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash The executive compensation 6.2.4This any dividends in the foreseeable future. provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of In the next two sections, well dive into more specifics about why hedge funds and private companies benefit from lock-up periods. except as otherwise provided in Section202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the condensed combined financial information has been prepared using actual redemptions by SCHs public stockholders of shares Registration Rights Agreement (the Registration Rights Agreement). 3. of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct was unlawful. Registration such person is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at I agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company or any products 2.17Grant specified in this paragraph,I hereby irrevocably designate and appoint Employer and its duly authorized officers and agents beginning on page 15 and Compensation Discussion and AnalysisLong-Term Equity Compensation term Lock-up Shares means the shares of common stock held by the Lock-up Holders immediately following the (i)Final Disposition. accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 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 or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding The New Exercise Date shall be before the date of the Companys proposed 6.2.3This Changes Attendance of a person at a meeting are then listed; 3.1.6provide provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company Chief Technology Officer, Julie Todaro was appointed as Opendoor Technologies President of Homes & Services, Tom Willerer Any such committee, to the extent including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application. 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