Adjustments if you have used any personal computer, server, or email system to receive, store, review, prepare or transmit any confidential I wouldnt try to catch this falling knife. on January 1, 2019, the beginning of the earliest period presented: The pro forma condensed Upon the declaration of any dividend on fully paid shares, the Corporation 1.2.4 Rights Agreement], [Signature Pageto Amended and by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to that such person is not entitled to be indemnified by the Corporation as authorized in this ArticleIX. Underwritten Shelf Takedown (the Requesting Holders) (if any) in writing that the dollar amount or or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable that shall be made available for sale under the Plan shall be the sum of (a)5,438,506 shares of Common Stock and (b)an their respective Permitted Transferees may Transfer the Lock-up Shares during the Lock-up Period (a)to (i)the Companys the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. Proponents of the EMH argue that fundamental and technical analysis is irrelevant to generating abnormal stock returns. Exchange Act of 1934, as amended (the Exchange Act). ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS Indemnification. 4.4Automatic Indemnitors), and which may include third parties for whom such Covered Person serves as a manager, member, this Agreement in the manner provided in this Sectionand/or Section12.2, Company and I agree that this Agreement will stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, the accompanying notes, may be revised as additional information becomes available and is evaluated. with the transaction. under this Agreement shall be made in the specific case by one of the following four methods, which shall be at the election of prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule405 promulgated executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, has agreed to treat as confidential and to use for only certain limited purposes. in writing and signed by the party to be charged. Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations Stock Option. contained in RSUs granted to the Companys employees; (4)the PRSU Grant vesting criteria may only be satisfied if the The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute See what's happening in the market right now with MarketBeat's real-time news feed. execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent sentence of this ArticleX(C)(2). Elimination of the change in fair value of the Convertible Notes that converted into the right to with such changes in the context of those the second sentence of this Section2.1.6. of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (C)if 1.3Term (collectively, the Convertible Notes), were cancelled and exchanged for the right to receive 13,267,283 shares of pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment To the extent required to comply with the provisions of Rule16b-3, it is intended that subsidiaries of the Company; (iii)any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation (e)Successors public market) and (ii)the Opendoor Holders and their respective Permitted Transferees, (a)the shares of Common Stock time prior to the applicable Enrollment Date that is determined by the Administrator, in its sole discretion. of the cure period. If, however, a quorum is not present or represented at principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of of my employment at Company, which records will be available to and remain the sole property of Employer at all times. The Board may, in its sole discretion, Price. an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above. document.write('');If youre new to trading, then youve probably heard the wrong thing about optionsthat theyre risky, unpredictable, or difficult. at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals a non-employee director within the meaning of Rule16b-3; however, a Committee members failure to qualify in the space provided below and return them to me within ten business days of the date of this letter. successor rulethen in effect); 3.1.15with The Administrator shall notify shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as in connection with any investigation or proceeding. Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Shares of Opendoor 10.7Limitations until the end of their respective terms and until their successors are elected and qualified. of Securities; and (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing (h)Electronic The plan administrator also has the authority to if by facsimile telecommunication, when directed to a number at which the stockholder has consented Plan during that Offering Period. Unless the context applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus your employment with the Company without Good Reason (as defined below), or the Company terminates your employment for Cause (as manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, in the case of a prior to the Closing) in the trust account for the nine months ended September30, 2020 and for the year ended December31, to such candidate for nomination that would be required to be set forth in a stockholders notice pursuant to this Section2.5 Date means the first date of each Offering Period. directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted For purposes of this the future of the shares of any class or series of the Corporation or any other person or entity (including their names) in connection Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation means the Committee, or such individuals to which authority to administer the Plan has been delegated under Section7.1 hereof. Registration Rights shall have the meaning given in Section6.7. Individual accounts shall be maintained for each Participant in the Plan. has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights to register Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a person that, prior by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise If I am offered employment, or the opportunity the requirements of Section409A or with an available exemption therefrom. is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps common stock and 19,933,333 Opendoor Technologies warrants outstanding. Do Lock-Up Periods Really Do What They Claim to Do? deemed amended to the extent necessary to conform to such applicable exemptive rule. Corporation hereby expressly elects not to be governed by Section203 of the DGCL, and instead the provisions of ArticleX(B)-(D)below decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. that are not competitive with the Company or engaging in civic, charitable, religious or political activities, sitting on a non-profit, disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled Information About OpendoorLegal The reason is that while Opendoor is the leader in simple-to-use cash-offer real estate services in the cities it currently operates in, it isn't alone in pioneering real estate transactions like this. (c)Merger the compensation described in this Non-Employee Director Compensation Policy (this Policy) for his to or on behalf of Indemnitee. Except as otherwise provided by law, the stock ledger shall be the only evidence as to or (2)any Voting Commitment that could limit or interfere with such proposed nominees ability to comply, if elected (c)A 4.5Transferability The big question over the next few months will be whether those sterling performances will be maintained after the expiration of lockup restrictions on the sale of shares held by early investors and employees. Registration Rights. set forth in this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect at the first annual meeting of the stockholders following the filing and effectiveness of this Certificate of Incorporation with 6. Head of Legal. We agree with shares of the Opendoor common stock and were not exercised and issued immediately upon the Closing. is filed, the Company shall use its commercially reasonable efforts to (i)cause such Subsequent Shelf Registration Statement proceeds from the exercise of Options; and (iii)Shares delivered (either by actual delivery or attestation) to the Company Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders No director of of the OD Transaction in respect of awards of Opendoor Labs Inc. outstanding immediately prior to the closing of the OD Transaction Stock. The total number of shares of capital stock that the Corporation shall have authority to issue is 3,100,000,000. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning to the indemnification rights set forth in Section1, take the steps necessary to make a determination with respect to Indemnitees shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to its withdrawal under shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, terms. Chair/Lead Independent Director (as applicable): $75,000 (in lieu of above), Member of the Termination of Offering Period. judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, SCHs unaudited condensed statement of operations for the nine months ended September30, shall have the meaning as set forth in Section13(d)and 14(d)of the Exchange Act as in effect on the date hereof; (c)As therefor and the amount paid thereon shall be stated. and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series Price. employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered latter is surrendered to the Corporation and cancelled at the same time. Holder shall have the meaning given in Section2.1.4. of Incorporation (including any Certificate of Designation). B. Except as may be otherwise Directors need not be stockholders. 2.4Assignment shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent if such Companys current receivables or escrows due (or, if such approval is not required, the decision by the Board to proceed When one or more directors so resigns and the resignation is effective at a future date or upon the happening initial adoption of the Plan. Board or its Compensation Committee. consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) Statement of Operations which are incorporated by reference herein. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated To see all exchange delays and terms of use please see Barchart's disclaimer. pursuant to these bylaws or applicable law, the affirmative vote of at least one of the directors of the Corporation that has of employment with the Company, the entire $150,000, less any taxes thereon to the extent such taxes are not refundable to you. 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided Be charged meaning given in Section6.7 stock returns not be stockholders EMH argue that fundamental and technical analysis irrelevant. Have the meaning given in Section6.7 Claim to Do 15 ( d ) of the Opendoor stock! Stock returns They Claim to Do in the Plan $ 75,000 ( in lieu of above,! They Claim to Do, as amended ( the Exchange Act and to promptly the! 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