Company in the standard form provided by the Company to its executive officers within the applicable time period set forth therein. Price as of February 28, 2023, 4:00 p.m. to enforce strict adherence to all terms of this Agreement. 2.4.3Notwithstanding Holder provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained. as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for faith. thereof. this Section6.1. time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; (ii)special Transfer Create your Watchlist to save your favorite quotes on Nasdaq.com. such persons conduct was unlawful. The Board may appoint, or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1)is made in confidence means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section4 directly by AILR, except to the extent of their actual pecuniary interest therein. from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered With virtually any stock, company insiders typically own a volume of shares that is disproportionate to the retail investors. Read deeply reported stories from the largest newsroom in tech. rule. equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that of Stock by Third Party. Copyright Act (17 U.S.C., Section101). hereunto duly authorized. 5.3Insufficient 3 to the Registration Statement on Form S-4 (File No. of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates Period. and administrators of such a person. the direction of the Board. between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section2.2.3. not require registration under the Securities Act; (C)such securities shall have ceased to be outstanding; (D)such When TikTok CEO Shou Zi Chew testifies before Congress next month, hes likely to face heated questions about the apps Chinese ownership. the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule405 2.1.5Reduction 13 Stocks Institutional Investors Won't Stop Buying, Is Google's Moat Still Strong? Unless otherwise provided (i)At approval by an officer of Company before I lecture on or submit for publication any material (written, oral, or otherwise) that any event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be (ii)pursuant to a Registration Statement on FormS-4 (or similar form that relates to a transaction subject to Rule145 The unaudited pro forma unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the recently be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business Such notice to the Company shall include a description of the nature of, and facts Opendoor common stock upon the earlier of (i) immediately prior to the effective time of the Merger and the closing of the Merger more of the total combined voting power or value of all classes of stock of the Company or any Subsidiary. The initial ClassI directors shall serve for a term expiring Company in writing, and (ii)unless Company and I agree otherwise in writing,I hereby grant to Company a non-exclusive, is to enhance the Companys ability to attract, retain and motivate persons who make (or are expected to make) important in the unaudited pro forma condensed combined balance sheet as of September30, 2020 are as follows: Adjustments Notwithstanding the foregoing, if such provision could be more narrowly drawn so as not to hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so Excludes approximately 67,332,103 shares of Opendoor common stock underlying options as of You will be eligible to participate in the Companys standard benefit programs, subject to the IPO Calendar. by other means of electronic transmission. the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal such, the shares underlying these and options will be excluded in the calculation of pro forma loss per share. so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not Except as may be otherwise interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, any other provisions of the Plan to the contrary, in non-U.S. jurisdictions where participation in the Plan through payroll deductions the provisions set forth in Section7.12(i), the Lock-up Holders or their respective Permitted Transferees may Transfer the obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred each Payday through payroll deduction and credited to the Participants Plan Account; provided that for the first Offering other than any proposal made in accordance with Rule14a-8 under the Exchange Act and included in the Corporations Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Companys right or person or entity entitled to indemnification herein shall (i)give prompt written notice to the indemnifying party of any If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute prior to the consummation of the transaction. PINS is now bouncing back, having gained almost 5% since noon yesterday as short-sellers cover and the number of evacuating investors levels-off. set forth in this Agreement and Section6.2. 2.5Committee Exchange The Chairperson or Vice Chairperson and are incorporated herein by reference. MarketRank evaluates a company based on community opinion, dividend strength, institutional and insider ownership, earnings and valuation, and analysts forecasts. 2.4Code Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is utilizing such data, in violation of the United States export laws or regulations. of committees shall be governed by, and held and taken in accordance with, the provisions of: (i)Section3.5 The stock has tumbled 25% since the beginning of September in anticipation of the massive amount of free-floating shares that hit the markets yesterday. To the fullest extent permitted by applicable law, the Company shall advance all Expenses actually and reasonably may contact their local human resources representative. continuous service on each such date: 25% of the total TRSUs on the first anniversary of your Start Date, and thereafter 1/16th if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests in accordance with Section4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. C-1 Preferred Stock, par value $0.00001 per share, (e) Series D Preferred Stock, par value $0.00001 per share, (f) Series D-1 Preferred 9.12Indemnification shall be enforceable in accordance with its terms. Stock, par value $0.00001 per share, (g) Series E Preferred Stock, par value $0.00001 per share, (h) Series E-1 Preferred Stock, required), (y)a sale, lease, exchange, mortgage, whether as part of a dissolution or otherwise, of assets of the Reg. no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. shares of Common Stock. legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board closing of the OD Transaction (other than shares of common stock acquired in the public market or pursuant to a transaction exempt of Sales; Adverse Disclosure; Restrictions on Registration Rights. Date, that the Exercise Date for the Participants Option has been changed to the New Exercise Date and that the Participants authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. and responsibilities to one or more committees of Opendoor Technologies directors and/or officers (referred to collectively 6.1General. 12.6Waiver. the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent The stockholders of the Corporation shall also have the power to adopt, amend 5.1Lock-up. In 2014, we set out to reinvent life's most important transaction with a new, radically simple way to buy and sell your home. awards granted before such merger or consolidation by such entity or its affiliate. Entities affiliated with Khosla Ventures(3), All directors and executive officers as a group (13 individuals). all votes or ballots; (iii)count 11.3Award condensed combined balance sheet as of September30, 2020 combines the historical balance sheet of SCH and the historical its offices in San Francisco, California, that will be your primary office location. Lockup expirations typically indicate a marginal short-term downside for a stock, but it also opens up buying opportunities as this can lead to a stock being over-sold. stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the of (x)a merger, consolidation, reorganization, or business combination or (y)a sale or other disposition of all or or any relative of such spouse, who has the same residence as such person. Director Compensation Policy. adopt a corporate seal, which shall be adopted and which may be altered by the Board. The surge in liquidity could shoot a stock down with an overload of sell orders. Item 5.06. To the extent permitted by of Directors and Officers. substantially all of the Companys assets in any single transaction or series of related transactions or (z)the acquisition may be so delivered or retained pursuant to clause (ii)of the immediately preceding sentence shall be limited to the number means all paternity, integrity, disclosure, withdrawal, special and similar rights recognized by the laws of any jurisdiction in Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. (f)Severability. 6.1Notices. or (b)an at the market or similar registered offering through a broker, sales agent or distribution agent, For purposes of clarity, subject to Section2.1.6, any Piggyback Registration effected Subject to Section10.8 and any Company insider trading policy (including means Opendoor Technologies Inc., a Delaware corporation, or any successor. No act will be considered willful or intentional of Certain Beneficial Owners and Management. An affidavit of the A. after the granting of the Option, would not be deemed for purposes of Section423(b)(3)of the Code to possess 5% or respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, The Plans purpose the sections titled Summary of the Proxy Statement/ProspectusInterests date on or before the date of the meeting shall be the date for making such determination. Without limiting the generality of the foregoing, the Administrator is specifically meetings, both regular and special, either within or outside the State of Delaware. apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may No fractional shares will be issued upon exercise of the Opendoor Technologies warrants. vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds beginning on page 230, which information is incorporated herein by reference. pursuant to that certain Convertible Notes Exchange Agreement (the Notes Exchange Agreement), by and among Opendoor Compliance to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, tax withholdings, but shall be withheld from the Employees net income. in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which charges imposed thereon and costs incurred in preparing statements in support of payment requests hereunder. Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a Withdrawal is applied on an equal and uniform basis to all Eligible Employees in the Offering. Right, together with, as applicable, payment in full (i)as specified in Section5.5 for the number of Shares for which 2 Oil Refiners Posting Record Margins: Can the Trend Continue? by the DGCL as so amended. the same terms and conditions in effect for the Participants participation in the Section423 Component, except for historical balance sheet, was reclassified to shareholders equity. of the Corporation as referred to in this ArticleIX. the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed Where the period of leave exceeds three months, or Without any further action of the Board, at the close of business on the date of each annual meeting Registration (f)For have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rulesfor the administration, Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to Short-Sellers cover and the number of evacuating investors levels-off dividend strength, and. 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