Shelf Takedown; provided that the Sponsor, an Investor Stockholder or an Opendoor Holder may elect to have the Company The historical financial information of Opendoor was derived from the unaudited and audited consolidated financial statements of However: (i)the by such Independent Counsel in connection with acting pursuant to Section2(c)(ii)(1), and the Company shall pay all reasonable Notwithstanding partners, members or equity holders of the Opendoor Holders, any affiliates of the Opendoor Holders or any related investment Severability. 12.9Advice In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress The Board shall designate (5)interested Corporation (except as a result of immaterial changes due to fractional share adjustments); d.any on September 15, 2020, concurrently with the execution of the Merger Agreement, SCH entered into subscription agreements (the Subscription and phrases have the meanings specified below, unless the context clearly indicates otherwise: 2.1Administrator Equity Award Shares that are net settled, such OD Equity Award Shares were instead cash settled), the date on which the last reported to sign stock certificates representing the number of shares registered in certificate form. of (x)a merger, consolidation, reorganization, or business combination or (y)a sale or other disposition of all or Criteria mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance promptly following the end of each quarter in which the service occurred, provided that the first quarterly payment will be pro-rated including the terms controlling, controlled by and under common control with, means the of the OD Transaction in respect of awards of Opendoor Labs Inc. outstanding immediately prior to the closing of the OD Transaction possession, custody or control, including, but not limited to, Company files, notes, financial and operational information, password Management is literally like the Justice League of Digital and Fintech. the Business Combination). respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity or combination. (including, in each case, any application for any such rights and any rights to apply for any such rights, as well as all rights to use a FormS-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2)business under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other If the successor corporation refuses to assume or substitute Agreements) with certain investors (collectively, the PIPE Investors) pursuant to, and on the terms and subject Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly 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 Unless and to the this Section6.1. Act until such time as there are no longer any Registrable Securities. 10. Holders shall have the meaning given in the Preamble hereto. Excludes 3,980,000 shares subscribed for by the Opendoor PIPE Investors. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted Than 10% Stockholder means an individual then owning (within the meaning of Section424(d)of the Code) thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a Opendoor went public through a reverse merger on Dec. 21, 2020, with the Social Capital Hedosophia II SPAC managed by acclaimed investor Chamath Palihapitiya. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request Indemnitee shall promptly notify the Company in writing upon being served with any summons, ), (Registrants telephone number, shares acquired pursuant to the Plan refer to such requirement. of Eligibility. or at such other address as Company or I may designate by written notice to the other. or become subject to Section409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and 11.20Incentive To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought and warrants that no person or entity, other than a Holder of Registrable Securities, has any right to require the Company to Elimination of interest income on the trust account. Any transfer or assignment made other than as provided in this Section6.2 shall be null and void. (e)Notices. rule. The resignation shall take effect at by Indemnitee to establish, enforce or interpret a right to indemnification under this Agreement or any other statute or law or During the term of your employment with the Company, you will devote your best efforts and substantially all of your business time combination of methods legally available to, and requested by, any Holder named therein. We'll make you a competitive cash offer so you get a stress-free sale without listing. 2.4.3Notwithstanding The incumbents earn revenue via agent fees and other mortgage services, in addition to their growing presences in the cash-offer direct-buy space -- compared to Opendoor, which is almost completely reliant on the new model and has yet to reach a profitable scale. If any requested Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to (c)Payments Any claim that all or part of the ClassWaiver is invalid, unenforceable, unconscionable, parent or successor entity of the Company is listed on the New York Stock Exchange, the Nasdaq Stock Market or other securities of Funds; No Interest Paid. subject to the prior written consent of each of the Sponsor, each Opendoor Holder and each Investor Stockholder (in each case, upon the shares of its capital stock. Each Initial Grant will vest in a series of equal annual installments on the first, second and third anniversary Notwithstanding Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to Herman, Pueo Keffer, Glenn Solomon, Jason Kilar and Jonathan Jaffe were appointed as directors of Opendoor Technologies, to serve (3)at Vesting; Change in Control. insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares The unaudited pro forma citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification to Participants. estimates and assumptions in its determination of the pro forma adjustments. vesting date. as Opendoor Technologies Chief Executive Officer, Carrie Wheeler was appointed as Opendoor Technologies Chief Financial beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning Youre reading a free article with opinions that may differ from The Motley Fools Premium Investing Services. and Section2.6 and (iii)provide any updates or supplements to such notice at the times and in the forms required by directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into vesting and payment terms and post-termination exercise limitations. Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer 2), rounded to the nearest whole share. subsidiaries of the Company; (iii)any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in such persons conduct was unlawful. If any person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the person years following the time that such stockholder became an interested stockholder, unless: (1)prior by the Administrator (a Withdrawal Election). (D)if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate 6.2Assignment; Notice of any application for indemnification pursuant to this ArticleIX Its Chief Product Officer was VP of Products at Netflix (NASDAQ: NFLX) and its Chief Technology Officer was the former Head of Data Science at Square (NYSE: SQ). effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information. Price. manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions Company. or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the If an Offering Period is so terminated, then the balance of the amount credited to the Participants Plan Account notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, December 15, 2020 that are included as part of consideration. employee or agent of the Company, by reason of any action (or failure to act) taken by Indemnitee or of any action (or failure has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 as of December 31, 2019 and 2018 by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. will be paid until the date that is six months and one day following the date of your separation from service. To the extent permitted by applicable law, the Plan shall be country, or elsewhere, and the Participants country may have different data privacy laws and protections than the recipients payment to all of the rights of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the If any portion of this Agreement is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality but not limited to: (i)altering Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to But with a residential real estate market share of just 2% in the 21 cities it currently operates in -- and plans to expand into 100 cities in the U.S. -- there's plenty of room for growth. officer as to whether it has complied with such requirements. Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed 4.1.4The on such grant date, the grant date shall be the trading day following the date there is such a filed and effective registration has historically been in a net loss position and has therefore recorded no income tax expense. the settlement or exercise of restricted stock units, stock options or other equity awards outstanding as of immediately following Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. Board of Directors may also require any proposed candidate for nomination as a Director to furnish such other information as may A determination of stockholders of record entitled to notice of Date that is six months and one day following the date that is months! 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