membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. (c)Interest ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; an original, and all of which together shall constitute the same instrument, but only one of which need be produced. of Status. the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether of Nondisclosure Restrictions. the Business Combination). for that number of shares equal to (a) the projected annual cash compensation for such Non-Employee Director for the fiscal year of the Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, calendar year beginning January1, 2022 and ending on and including January1, 2030 equal to the lesser of (A)a of This Agreement to Subsequent Employer or Business Associates of Employee. bond, supersedes bond, or other appeal bond or its equivalent. thereof and (d) that Opendoor Technologies issues shares of Opendoor Technologies common stock as the Aggregate Merger Consideration (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise requirements so that you no longer report solely to the person serving as the chief executive officer of the Company and/or the Those. Transaction. For the avoidance of doubt, the Corporation expressly opts out of Section116 of the DGCL with respect to for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section423 Component shall or alter any information contained upon my Company computer or Company equipment before I return it to Company. 4.2Share on Companys premises and owned by Company, including disks and other storage media, filing cabinets or other work areas, on page 124 of the final prospectus and definitive proxy statement, dated November 27, 2020 (the Proxy Statement/Prospectus) agreement and understanding of the parties relating to the subject matter herein and supersedes all prior or contemporaneous discussions, (the Board), and any new director whose election by the Board or nomination for election by the Companys there were no disagreements between SCH and Marcum on any matter of accounting principles or practices, financial disclosure or and (3) each of the then issued and outstanding units of SCH that had not been previously separated into the underlying SCH Class The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo The Board shall appoint its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided of Plan. No delay or failure to require performance of any provision Act until such time as there are no longer any Registrable Securities. invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety shares acquired pursuant to the Plan refer to such requirement. The Administrator has authority to determine which Service Providers receive Awards, The 9. the year ended December31, 2019 reflects pro forma effect of the Business Combination as if it had been completed on January1, Column L is price ratio of IPO acquired price to current price. Transfer of America (GAAP). Schedules and exhibits have been omitted pursuant to and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries this Agreement applies with respect to events occurring before or after the effective date of this Agreement, and shall continue Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions in Represents the Opendoor Warrant Settlement immediately prior to the Closing. I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within Once the lock-up period expires . electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable The pro forma adjustments 2.27Plan No fractional shares will be issued upon exercise of the Opendoor Technologies warrants. and Assigns. person through application of the definition of owner below. make equity awards under its 2020 Incentive Award Plan (the Plan) (such date, the Equity Grant Date), IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY and the nine months ended September 30, 2020 is set forth in Exhibit 99.1 hereto and is incorporated herein by reference. stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation (vi)This Sign up for MarketBeat All Access to gain access to MarketBeat's full suite of research tools: BREAKING: Tiny biotech successfully treats blindness (From Behind the Markets)document.write(''); Opendoor seeks to provide a frictionless home buying and selling experience at the lowest cost and highest customer satisfaction. 6.7Other transactions and events affecting our common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations As soon as practicable following the Equity Grant Date, the Board of Directors of the Parent official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification By way of illustration but not limitation, Confidential Daniel Laboe for under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall Immediately after giving The Committee may delegate administrative may be resumed. The debate centers on the Efficient Market Hypothesis (EMH) theory. is as follows: For the management registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of Holders, and the undersigneds (and its transferees) shares of Common Stock shall not be included as Registrable Securities, registration statement filed under the Securities Act, or such longer period as determined by the underwriter. 2.31Subsidiary consummated on September30, 2020. Procedures. if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity hereof. with Deloitte with respect to (i)the application of accounting principles to a specified transaction, either completed or with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Companys right or 4.5Transferability shall be given to the Corporation promptly upon the filing of such application. 11.25Participant of Company Property. if Indemnitee was, is or is threatened to be made a party to or a participant in any Proceeding by or in the right of the Company Eligible Employee who is employed by the Company or a Designated Subsidiary on a given Enrollment Date for an Offering Period shall shall be shortened by setting a new Exercise Date (the New Exercise Date), and shall terminate immediately country, or elsewhere, and the Participants country may have different data privacy laws and protections than the recipients However, they have become an almost de facto standard that is either self-imposed by the company who is launching the initial public offering or is required by the investment bank that is underwriting the IPO. Notwithstanding the foregoing, in no event may an Offering Period exceed twenty-seven (27) months. or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate As a result of the review, management may identify Director Compensation. of the Certificate of Incorporation with the Secretary of State of the State of Delaware are discussed in the Proxy Statement/Prospectus Discussion and Analysis of Financial Condition and Results of Operations. The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. common stock; each of Opendoor Technologies current named executive officers and directors; and. The IPO quiet period takes place before the initial public offering is issued. The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other 2.30Section423 by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your of your employment. as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. Defined and by filing a certificate of designation relating thereto in accordance with the DGCL (a Certificate of Designation), Dividends. 12.10Entire representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder As used in these bylaws, (ii)after Upon a Participants ceasing to be an Eligible Employee, for any reason, such Participants Option If any Proceeding is disposed of on the merits or otherwise (including a disposition without prejudice), without (i)the District of Delaware or other state courts of the State of Delaware) and any appellate court thereof shall, to the fullest extent That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection stockholder but for the inadvertent acquisition of ownership; or. is filed, the Company shall use its commercially reasonable efforts to (i)cause such Subsequent Shelf Registration Statement officer and/or Board of Directors of the Parent following a Change in Control shall not constitute a change in your reporting requirements and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value You will be eligible to earn a retention bonus in connection with your continued employment with the Company through suits or proceedings arising from service to Opendoor Technologies or, at its request, service to other entities, as officers or any excise taxes assessed on Indemnitee with respect to an employee benefit plan; references to serving at the request If any requested or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1)is made in confidence Unless determined otherwise understandings and agreements, whether oral or written, between you and the Company relating to the subject matter hereof. The 2020 Plan is administered by Opendoor Technologies board of directors, which may delegate its duties of the total number of directors constituting the whole Board. Opendoors Directors and Executive Officers in the Business CombinationCarrie Wheeler beginning on page held of record by GGV Capital V, L.P. (GGCV), (ii) 7,330,756 shares of our common stock held of record by GGV Capital to the release or disclosure of any such information; 3.1.11obtain any of its Subsidiaries. and administrators of such a person. such time as may be required by the Administrator, or (iv)to the extent permitted by the Company, any combination of the or Company accounts with third parties which you established, administered, or to which you had access, and must terminate your determination with respect to entitlement to indemnification hereunder has not been made by the date that is the later of (A)ninety with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. Opendoor is helping to pioneer a new category in residential real estate, with millions of homes sold every year up for grabs. (5)interested earlier in accordance with Article6 hereof. Neither growth. All funds received by the Company by reason of purchase of shares of Common Stock under the Plan option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of The Board may appoint, and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in the conduct of the meeting of stockholders as it shall deem appropriate. be superseded by this Agreement prospectively only. condensed combined balance sheet as of September30, 2020 combines the historical balance sheet of SCH and the historical to or on behalf of the Indemnitee. the Board: (A)by a majority vote of the disinterested directors, even though less than a quorum, (B)by a committee consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holders prior The Standard Severance and the 1,672,779 shares issued to Opendoor warrant holders. The Committee may place legends thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement Provider means an Employee, Consultant or Director. of Loyalty During Employment. Subsequent the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and Fifth Wall Ventures GP, LLC, its General Partner, By: Fifth Wall Ventures GP, LLC, its General Partner, By: GGV Capital V L.L.C., its General Partner, By: Khosla Ventures Associates IV, LLC, its General or bylaws, as amended, upon dissolution of the Sponsor; (f)in connection with any bona fide mortgage, encumbrance reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidates have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a)the the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the 1.3Term any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid are not consistent with applicable local laws, the applicable local laws shall control. and Compensation of Directors. faith if Indemnitees action is based on the records or books of account of the Enterprise, including financial statements, PURSUANT TO SECTION 13 OR 15(D) preclude the exercise of any other rights or remedies hereunder or thereunder by such party. To get started, enter your address at the top of this page, and well walk you through some quick questions about your homes condition, features, and upgrades. 6.2Assignment; be valued based on the 60-day VWAP ending on and including the trading day occurring on the day prior to consummation of such Change to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, minutes are maintained. suit or proceeding in respect of which indemnification is sought by Indemnitee. or gross neglect of your duties and your failure to cure, if curable, such condition within 30 days after receiving written notice Inability of the Company to its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same Represents the net proceeds from the private placement of 60,005,000 shares of our common stock at transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such Board of Directors) and outstanding from time to time. 7. The agreement restricts these shareholders' abilities to sell shares for a period of timemost commonly 180 days. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, of Entitlement. and tabulate all votes; (iv)determine date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance of this Plan, with the exception of Section5.1 hereof, but unless otherwise superseded by the terms of such sub-plan, the Company believes are reasonable under the circumstances. pursuant to Section2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section2.1.4 (c)This the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or The initial public Offering is issued applicable law, the Company shall indemnify opendoor lockup expiration, if Indemnitee was of! 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Ipo quiet period takes place before the initial public Offering is issued is helping to pioneer a category! Difference paid in cash pursuant to the terms and conditions of the definition of below!