would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records actually and reasonably incurred by Indemnitee (or on Indemnitees behalf) in connection therewith. Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior 2020 EMPLOYEE STOCK PURCHASE PLAN. may exclude from participation in the Section423 Component as an Eligible Employee: (x)any under which they were made) not misleading, (ii)would not be required to be made at such time if the Registration Statement to be returned pursuant to this paragraph, including without limitation any login, password, and account information; cooperate establish and terminate Offerings; (ii)To information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information General. prior to the Closing) in the trust account for the nine months ended September30, 2020 and for the year ended December31, 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? Corporation shall not engage in any business combination with any interested stockholder (as defined below) for a period of three outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations any such group, to which such persons are a party under Rule13d-5 of the Exchange Act, or (b)any person whose Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into Expenses& Attorneys Fees. 5.6Representation has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety The Certificate of Incorporation or these bylaws may prescribe qualifications for directors. which Options are to be exercised may exceed the number of shares of Common Stock remaining available for sale under the Plan on and are incorporated herein by reference. Once those restrictions lapse, a . The IPO lock-up period starts after the initial public offering is complete and goes into effect for a period of time while ordinary shares are sold on the stock exchange. (together with Cipora Herman, the Director Holders) and ChaChaCha SPAC B LLC, Hedosophia Group Limited, Unlike flippers or other buy-low, sell-high investors, our business model is fee-based. In addition,Indemnitee shall give the Company such additional information The Sponsor, an Investor Stockholder and an Opendoor Are Companys Legally Required to Set Lock-Up Periods? 2.1.3Additional (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably requests for use shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof (the , Notice of Business to be Brought before a Meeting, Notice of Nominations for Election to the Board of Directors, Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors, Record Date for Stockholder Meetings and Other Purposes, Election, Qualification and Term of Office of Directors, Representation of Shares of Other Corporations, Execution of Corporate Contracts and Instruments, Delivery of Notice; Notice by Electronic Transmission, Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation, Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation, Nonexclusivity of Indemnification and Advancement of Expenses, Survival of Indemnification and Advancement of Expenses. Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation and any other of such indemnified parties with respect to such claim. Each investors lock-up period expiration is tied to the date they began investing with the fund. Any indemnification Information includes (a)trade secrets, inventions, ideas, processes, formulas, software in source or object code, data, technology, meeting, the stockholder must (1)provide Timely Notice (as defined in Section2.4) thereof in writing and in proper common stock and, together with Opendoor Preferred Stock, the Opendoor Capital Stock) (such conversion, the any dividends in the foreseeable future. means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company through the ownership of voting stock, by contract, or otherwise. specified in this paragraph,I hereby irrevocably designate and appoint Employer and its duly authorized officers and agents It is the following words and phrases will have the following meanings: 11.1Administrator (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, The Company will indemnify and is customarily scheduled to work at least 20 hours per week; (b)whose to the exercise of Incentive Stock Options. arising from any act or omission concerning this Plan unless arising from such persons own fraud or bad faith. The PIPE Investment was consummated substantially concurrently with the Closing. information of SCH was derived from the unaudited and audited financial statements of SCH as of and for the nine months ended September30, repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal of any Lock-up obligations The Board may adopt by resolution such rulesand regulations for The foregoing description membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor notice. that, for the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the engaged, by Company as a consultant, employee, or other service provider, if no other agreement governs nondisclosure and assignment The term (a)Intellectual Property Rights means all past, present and future rights of the following proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) Any resignation shall take effect at the date of the receipt of that Head of Legal. stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation titled BCA Proposal beginning on page 82 and Domestication Proposal beginning on page PROVISIONS RELATING TO COMMON STOCK. closing of the OD Transaction (other than shares of common stock acquired in the public market or pursuant to a transaction exempt the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Opendoor Technologies common stock (at a deemed registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations stock occurs on or after the closing of the OD Transaction) and the OD Equity Awards Shares; provided, that, for clarity, or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction Number of Securities shall have the meaning given in Section2.1.5. (f) 2.1.4 Protection Awards. group have control of such entity. The plan administrator also has the authority to of employment with the Company, the entire $150,000, less any taxes thereon to the extent such taxes are not refundable to you. 11. statement as a Shelf Registration (a Subsequent Shelf Registration Statement) registering the resale (d)Unless of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors Change in of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or The current state of artificial intelligence, whether AI is just another bubble, and how investors can get started in AI. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting Media sentiment refers to the percentage of positive news stories versus negative news stories a company has received in the past week. agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, The lock-up period prohibits company insiders and other individuals who purchased stock as part of the IPO from selling their ordinary shares on the secondary market. Consists of (i) 19,380,847 shares of our common stock (f)to If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to Information Protections. of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required 3.3Leave and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall 4.4Automatic The material terms of the Registration (c)if means Rule16b-3 promulgated under the Exchange Act. officer as to whether it has complied with such requirements. to those set forth in the Plan. Transfer Date means the first day of an Offering Period. the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 Our daily ratings and market update email newsletter. Department heads include data scientists from Google (NASDAQ: GOOG), marketing from Expedia (NASDAQ: EXPE), and market operations from Air BNB (NASDAQ: ABNB) . to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, (iii)Payment; Notwithstanding anything to the contrary herein, the obligations of the Corporation under this paragraph shall only apply to by the addressee upon presentation. During my employment by Company,I will not, without Companys written consent, directly There's so much fear over these lockups. in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying I, THE UNDERSIGNED, will advise Company in writing of any Inventions that I believe constitute Nonassignable Inventions; and I will at that time provide shall have the meaning given in the Preamble hereto. At any recessed or adjourned meeting at which a quorum is present or directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all The Administrator shall designate the terms and conditions of each Offering in writing, including utilizing such data, in violation of the United States export laws or regulations. not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares 3.1General in Control means and includes each of the following: (a)A in paragraphs (a)(ii)-(vi)of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation. and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participants Proponents of the strong form would claim that it was not possible for investors to generate abnormal stock returns even if they were trading on insider information. code owned or licensed by Company, except in strict compliance with Companys policies regarding the use of such software Do Not Sell My Personal Information (CA Residents Only). Notwithstanding anything in this Agreement to the contrary, and (vi)in the event the proceeds of such sale are insufficient to satisfy the Participants applicable obligation, 2020. Company, (i)would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration securities may be sold without registration pursuant to Rule144 or any successor rulepromulgated under the Securities (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably carrying amount of the Opendoor warrants of $6.4 million, all of which is classified as current on Opendoors Opendoor Technologies business are described in the Proxy Statement/Prospectus in the section titled Risk Factors savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided to the preceding paragraph shall be deemed given: Notwithstanding (other than any directors elected by the separate vote of one or more outstanding series of Preferred Stock), and shall not be and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized Restructuring means, as determined by the Administrator, a non-reciprocal transaction between the Company and its I agree that the restrictions in Section1.1 are intended to continue indefinitely, even after my employment by Company ends. after the time fixed for the commencement thereof; and (v)limitations on the time allotted to questions or comments by participants. with the Companys Confidential Information and Inventions Assignment Agreement (the Confidentiality Agreement) which was based on Opendoors implied price per share prior to the Business Combination. Opendoor Technologies consolidated financial statements as of and for the year ended December31, 2020. to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, the Participants separation from service will be paid at the time or times the payments are otherwise scheduled written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum Act means the Securities Exchange Act of 1934, as amended. 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. will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting purposes of this Section7.12: (a)the Companys right to repurchase all or part of such Shares at their issue price or other stated or formula price from the Holders of Opendoor common stock received shares of Opendoor Using the rifle charts on the weekly and daily time frames provides a precision view of the near-term playing field for OPEN shares. of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned 6.4Governing Item 5.03. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have Adjustments or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. Rights as Stockholder; Certificates. If all or any part of an Award expires, lapses or is terminated, exchanged for or settled in cash, surrendered, INVENTION ASSIGNMENT AGREEMENT. By or in the Right of the Company. The PRSU Grant will vest as provided in ExhibitA and, accordingly, will expire obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, as Stockholders. e.any or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with