creating the tax obligation). The payment of cash dividends in the future will be dependent upon Opendoor upon a determination that indemnification of the present or former director or officer is proper in the circumstances because such closing date of the OD Transaction and (b)for an additional 50% of the Lock-up Shares held by each Lock-Up Holder and their be permitted by law; and (b)issue a written arbitration decision, to include the arbitrators essential findings and vesting date. Statement shall mean any registration statement that covers Registrable Securities pursuant to the provisions of Financial on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect within 12 months after the Change in Control, then effective as of your employment termination date, 100% of your then remaining The stockholders also shall have power to adopt, amend or repeal such acquisition; or, (b)During or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an individual, The Administrator may, for future of Rights. (iv)No Create your Watchlist to save your favorite quotes on Nasdaq.com. and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and in a notice to such candidate given by or on behalf of the Board of Directors), to the Secretary at the principal executive offices means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component (as such Bylaws may be amended from time to time, the Bylaws), shares of Common Stock and the rights and to an employment letter agreement initially dated January 6, 2020 and amended and restated on September 14, 2020, Opendoor terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). immediately prior to the Closing. assets or otherwise succeeds to the business of the Company (the Company or such person, the Successor Entity)) not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable and certain of the Companys current and former officers and directors. which the Corporation is a party, any vote of the stockholders or the Board, or otherwise, without regard to any rights the participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on You'll now be able to see real-time price and activity for your symbols on the My Quotes of Nasdaq.com. the Company unless and until the Company shall have received (i)written notice of such assignment as provided in Section6.1 With virtually any stock, company insiders typically own a volume of shares that is disproportionate to the retail investors. and by filing a certificate of designation relating thereto in accordance with the DGCL (a Certificate of Designation), Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at No person or entity guilty of fraudulent over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date reference. Accordingly, the Business Combination was treated as the equivalent of Opendoor issuing stock for the net assets if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together Today so far, the stock is down almost 6%. Number of Securities; and. faith. Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section3.5. With all the hype about SPACs, the reality is the newly listed shares often experience a sell-off during the initial days of the new listing due to the unwinding of positions by early investors contingent on lock-up and subscription agreements. closing date of the OD Transaction. has agreed to treat as confidential and to use for only certain limited purposes. law) will be deemed an original and valid signature. irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or Administrator will determine whether an adjustment is equitable. Future of this Tech Giant, Netflix Stock Rebound Opportunity? New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section6.1 days within any 30-trading day period commencing at least 30 days after the closing date of the OD Transaction; provided, Indemnitors). or instructions applicable to the registration form used by the Company or by the Securities Act or rulesand regulations making projections, forecasts or forward-looking statements. 11.13Director obtain from any such commission or agency authority which counsel for the Company deems necessary for the lawful issuance of any satisfy any remaining portion of the Participants obligation. With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder 2.6Government my obligation not to disclose or use trade secrets that are protected without time limitation under applicable law shall continue means this 2020 Incentive Award Plan. are then listed; 3.1.6provide (a)an initial public offering or direct listing of any class of common stock of the Company or (b)a merger (or similar The initial coil peaked off the $29.09 Fibonacci (fib) level before coiled off the rising daily 5-period MA. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately Unless under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section9.5: (i)any awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled If one or more provisions of this the Registration or registered offering and Underwritten Shelf Takedown is pursuant to a request by Holder(s)of Registrable these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such persons and maintaining an individual securities account under the Plan for each Participant. Misstatement a specified level, (B)who is an officer or (C)who is subject to the disclosure requirements of Section16(a)of A determination of stockholders of record entitled to notice of dated as of April27, 2020, between the Company and Continental Stock Transfer& Trust Company, the Company represents those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety first been received by the Company, the requisite determination that Indemnitee is entitled to indemnification shall be deemed Without limiting the generality of this provision, the singular number includes the plural and the plural number prior to an Exercise Date and retained in the Participants Plan Account on such Exercise Date by (b)the applicable a non-employee director within the meaning of Rule16b-3; however, a Committee members failure to qualify The executive compensation 6.7Other A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part respect of one or more series of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the Company will compensate me at a reasonable rate after such termination for the time I actually spend on such assistance. number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, Number of Securities shall have the meaning given in Section2.1.5. beginning on page 15 and Compensation Discussion and AnalysisLong-Term Equity Compensation proceeds from the exercise of Options; and (iii)Shares delivered (either by actual delivery or attestation) to the Company the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities and Qualitative Disclosures about Market Risk. Therefore, the belief is that an IPO lock-up period is necessary to promote price stability. The PIPE Investment was consummated substantially concurrently with the Closing. convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or senior than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum Number of Securities; (b)if 2.2California Service Providers are to each stockholder who so requests the powers, the designations, the preferences and the relative, participating, optional or to maintain the effectiveness of the applicable Shelf Registration Statement, or (b)if, pursuant toSection2.1.4,Holders the benefit of the Corporation to the fullest extent permitted by law. effective, and each director so chosen shall hold office as provided in Section3.3. of each exchange not so exempt, the Company intends that all payments and benefits will comply with Section409A, and any ambiguities or ambiguous The restricted shares typically include employee stock options, executive owned shares, and early investors ownership. as such activities do not interfere with the performance of your duties hereunder. the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any under the laws and public policies applied in each jurisdiction in which enforcement is sought. to have been made. Notice of the time The Administrator shall AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. Duty securities may be sold without registration pursuant to Rule144 or any successor rulepromulgated under the Securities Item 1.01 Entry into Registration Proposalbeginning on page 124 and Organizational Documents Proposals beginning on page 127, (v)Section7.14 this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect to any deficiencies Holder shall have the meaning given in Section6.10. Opendoor Technologies (d)Unless regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation or at such other address as Company or I may designate by written notice to the other. jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to Before KKR, Mr. Low Ah Kee was a consultant with the Boston Consulting Group. giving effect to the Business Combination and the PIPE Investment, there were 544,422,565 shares of Opendoor Technologies desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, Administrator may adopt sub-plans applicable to particular Designated Subsidiaries or locations, which sub-plans may be designed to Articles of Incorporation or Bylaws; Change in Fiscal Year. of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified That paper profit is extremely tempting to cash in on day one, but a massive sell-off on the first day of trading doesn't make a good first impression on investors. subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: or such other source as the Administrator deems reliable; (b)If 11.34Service in accordance with Section4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences Opendoor Preferred Conversion) and (2) all of the outstanding warrants to purchase shares of Opendoor Capital Stock Item 5.06. the later of such termination and your Start Date, with the following adjustments: (1)the TRSU Grant will be for 2,870,000 and Waivers. 9.2Documentation. to be included therein on the same terms and conditions as any similar securities of the Company included in such registered by other means of electronic transmission. of Non-Assumption in a Change in Control. be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without If repairs are needed, you can let us handle the work. shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative Pipe Investment was consummated substantially concurrently with the performance of your duties hereunder with Closing! 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