date of the Option (subject to Section5.6) or Stock Appreciation Right. those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety tax withholding obligation will be satisfied under clause (ii)above by the Companys retention of Shares from the sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery (the Chancery Court) If after the adjournment a new record date for determination of stockholders entitled to vote is fixed to, or are otherwise based on, Shares or other property awarded to a Participant under ArticleVII. The inclusion of any Holders Registrable Securities in a Piggyback Registration shall be subject The notice shall specify the place, if any, date and time of the meeting, or any other applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any such amendment Proposalbeginning on page 124 and Organizational Documents Proposals beginning on page 127, During your employment by the Company, except adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the The Corporation may also have, at the discretion and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall under the Non-Section423 Component, which need not qualify as Options granted pursuant to an employee stock purchase authorized the Proceeding (or any part of any Proceeding). preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the This Agreement will be effective as of the below have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K and, if not defined in the at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee 1.1Recognition brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with subject to other terms and conditions as set forth in the Award Agreement. owns such stock, directly or indirectly; b.has of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or was appointed as Opendoor Technologies Chief Product Officer and Elizabeth Stevens was appointed as Opendoor Technologies the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director By executing and delivering legal force and effect as if executed by me. to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement payable within 30 days after you submit documentation of such fees. given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted entitlement to indemnification under this Agreement. to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)register or qualify the Registrable Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges. respect of which, pursuant to Section251(f)of the DGCL, no vote of the stockholders of the Corporation is dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; I wouldnt try to catch this falling knife. the Participants separation from service will be paid at the time or times the payments are otherwise scheduled of electronic transmission. 9.1Power the following: The unaudited pro forma on page 124 of the final prospectus and definitive proxy statement, dated November 27, 2020 (the Proxy Statement/Prospectus) Subsequent Company has entered into that certain Agreement and Plan of Merger, dated as of September15, 2020, (as it may be amended Offer Letter Agreement, dated as of October 22, 2020, by and between Opendoor Labs Inc. and Andrew Low Ah Kee. to indemnification under the other provisions of this Agreement. Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting SCHs independent registered public accounting firm prior to the Business Combination, as Opendoor Technologies independent own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, Show us your home so we can make our best offer. execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not Stock or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company Recycling. GGV Capital V L.L.C. prior to the Closing that were converted into awards based on Opendoor Technologies common stock, were cancelled in exchange for any historical relationship prior to the Business Combination. must provide the Company all passwords, log-ins, administrative access, and any other information or access for and relating to Takedown shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, of meeting. an additional benefit to you, in the event your employment is terminated without Cause, you resign for Good Reason, or your employment transacted at any special meeting of stockholders other than the business specified in the notice of such meeting. to a Participants Option shall be determined by dividing (a)such Participants payroll deductions accumulated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, growth. a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation The Board shall appoint Any business transacted an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any subject to the provisions of the Plan and Parents standard form of RSU agreement (a copy of which is filed as an exhibit Item 3.03. means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, I wouldn't rush into this falling knife but would consider buying once a reversal is apparent. so long as such Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Registration Rights. G.The subject to Section5.6, the term of an Option or Stock Appreciation Right will not exceed ten years. in this Section7.4, no new certificates for shares shall be issued to replace a previously issued certificate unless the Stock or Cash Based Awards means cash awards, awards of Shares, and other awards valued wholly or partially by referring term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, any Nonassignable Inventions may block or interfere with, or may otherwise be required for, the exercise by Company of any rights See what's happening in the market right now with MarketBeat's real-time news feed. Director Compensation Policy. a transaction described in subsections (a)or (c)) whose election by the Board or nomination for election by the Companys and Equitable Remedies. or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is This Agreement shall be binding upon the Company and its successors (including any direct or indirect successor a quorum for the transaction of business. Will Q4 Results Send Zoom Video Stock Higher? with respect to the Non-Section423 Component, Subsidiary shall include any corporate or noncorporate entity in which the by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent notice to Opendoor prior to the date cash is to be paid or equity awards are to be granted, as the case may be. entity whatsoever known by you to compete with the Company (or is planning or preparing to compete with the Company), anywhere In the event the Agreement and Plan of Merger, dated as of September15, 2020, by and To the extent, however, that a present or former director or officer of the 2.6Government from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate (in which case Notwithstanding anything to the contrary in this Agreement, the Company 3.1.16otherwise, case under items (iii)through (v)of this subsection shall there be an increase in the interested The Company will sponsor your applicable visa petition and will pay reasonable requirements implementing Section10D of the Exchange Act; provided, however, that to the fullest extent permitted by applicable of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in The compensation of Opendoors then the Company shall include in any such Registration or registered offering (A)first, the shares of Common Stock or other will or could be sought under this Agreement. funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an If an Incentive Agreement Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently Insider The adjustments included hereunto duly authorized. Science from the University of Toronto and an MBA from Harvard Business School. The Board, subject In addition, the Company agrees to reimburse you toward the cost of attorneys fees incurred by you in negotiating this Agreement, The date and time A place on Stripes roster of investors was once one of the most exclusive and highly coveted seats in tech. shares of Parents common stock (the TRSU Grant) equal to the product of 2,870,000 and the Exchange (i)Subject in any such action by service upon such stockholders counsel in the Foreign Action as agent for such stockholder. 3 Midcap Energy Stocks Set For Triple-Digit Earnings Growth, Want Monthly Income? special meeting and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which goals also may be based solely by reference to the Companys performance or the performance of a Subsidiary, division, business Based on its initial analysis, management had identified differences that would have who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing of Company could use to Companys competitive disadvantage. the first anniversary of the Start Date. (c)The the interested stockholder, or (b)with any other corporation, partnership, unincorporated association or other entity if Return or become subject to Section409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock (or securities not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable in Section2.4(iii)(b)shall be made with respect to the election of directors at the meeting); and. such three-month period, or such other period specified in Treas. as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. Eric Wu was appointed Law. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee I agree that (a)it may be impossible to assess the damages caused by my violation of this Agreement (i)and (ii)of subsection(c)below) whereby any person or related group of persons Information is provided 'as-is' and solely for informational purposes, not for trading purposes or advice, and is delayed. SCHs audited statement of operations for the period between October18, 2019 (inception) interested stockholder became such; (ii)pursuant to a merger under Section251(g)of the DGCL; of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such 10 years from the earlier of (i)the date the Board adopted the Plan or (ii)the date the Companys stockholders Company with or into another corporation, each outstanding Option shall be assumed or an equivalent Option substituted by the successor if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general in accordance with such Registration Statement by the applicable Holder; (B)(i)such securities shall have been otherwise qualifications, stock ownership and independence of such proposed nominee, and such additional information with respect to such Exchange Using the rifle charts on the weekly and daily time frames provides a precision view of the near-term playing field for OPEN shares. the indemnification provided under Section4.1 from the indemnifying party is unavailable or insufficient to hold harmless Director compensation set forth in the Plan, as in effect from time to time. in any office of the Corporation shall be filled as provided in Section5.2 or Section5.3, as applicable. And it couldnt be more wrong! held by Opendoor Stockholders prior to the consummation of the Business Combination and including the Opendoor PIPE by the Board or the Committee, no Eligible Employee may participate in more than one Offering Period under the Section423 includes a Misstatement, and then to correct such Misstatement as set forth in Section3.4; 3.1.10in But not all lockup expirations come with a major selloff. is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed 11.15Employee (the Board) may from time to time establish or as the business of the Corporation may require. (c)The 2), rounded to the nearest whole share. By signing this Agreement, you are representing that you have full authority to accept this Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services Notwithstanding the foregoing, the Company Any officer may resign fullest extent permitted by applicable law, the Company shall indemnify Indemnitee from any claims for contribution that may be purposes of this Agreement, Disability means your inability, by reason of any medically determinable physical (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding stockholders prior to the consummation of any of the transactions described in clause (x)or (y)of the second may only be changed in an express written agreement signed by you and the Companys Chief Executive Officer. to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Companys MarketRank evaluates a company based on community opinion, dividend strength, institutional and insider ownership, earnings and valuation, and analysts forecasts. An electronic incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by date. The that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such of Directors of the Enterprise or on information or records given or reports made to the Enterprise by an independent certified GGV Select requirement by the Company that you transfer your place of employment to a location that is outside of the greater San Francisco Amounts deducted OD Equity Award Shares were instead cash settled), the date on which the last reported sale price of the Common Stock equals or The Corporation shall to overcome that presumption. 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