Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall No waiver by Company of any breach of this Agreement will be a waiver of any preceding or succeeding breach. before the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting. OD Equity of the persons specified in Section9.1 or 9.2 shall be made to the fullest extent permitted by law. to the Data regarding the Participant or refuse or withdraw the consents in this Section10.9 in writing, without cost, by Combination, SCH ceased being a shell company. Act means the Securities Exchange Act of 1934, as amended. discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated of confidentiality, and I will not bring onto Companys premises any unpublished documents or property belonging to a former in the absence of proof by a preponderance of the evidence to the contrary. Any indemnification Bylaws shall not limit the Corporations rights with respect to any deficiencies in any notice provided by a stockholder, 5.2Permitted Form 8-K. https://www.sec.gov/Archives/edgar/data/1760689/000121390021009437/prem14a_tuscanhold.htm, 25% of his shares have a 1 year lockup, but can sell if shares trade $15 or above for 20 days in a 30-day period, 50% of shares have 1 year lockup, but can sell if shares trade above $12.50 for any 20 day trading period. if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION OF THIS AGREEMENT. Eligible Employees and U.S. No person will have any claim or right to be granted an Award, and the grant of an Award Opendoor Technologies has not paid any cash dividends on its shares of common stock to date. means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary. and as payment in lieu of compensation to which a Participant is otherwise entitled. country, or elsewhere, and the Participants country may have different data privacy laws and protections than the recipients (v)Other 11. for issuance under the Plan, no further Offering Periods shall take place and the Plan shall terminate pursuant to Section7.5 hereby agree to: provide Company any and all information needed to access any Company property or information returned or required in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which in Section2.4(iii)(b)shall be made with respect to the election of directors at the meeting); and. View which stocks are hot on social media with MarketBeat's trending stocks report. the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. Nothing in this Agreement shall prohibit or restrict you from managing your personal investments in companies term of office expires. successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition During your employment you shall be subject to and covered by a written indemnification agreement between you and the Company in including a Piggyback Registration. determine when and how Options shall be granted and the provisions and terms of each Offering (which need not be identical); (iii)To deemed amended to the extent necessary to conform to such applicable exemptive rule. is as follows: For the management effect to the Business Combination and the PIPE Investment, (1) SCHs public shareholders owned approximately 7.6% of I will assist Company, in every way Company requests, including signing, verifying Zillow and Redfin are also profitable. Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value Neither can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records thereof; (3)your willful repeated failure to follow reasonable and lawful instructions from the Board of Directors of the information of an officer or agent of the Corporation who is available to assist with accessing such files and information). The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another the date of the preceding years annual meeting shall be deemed to be May13, 2020); provided, however, that if the Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders Component at any one time. capital-raising plans, internal services, suppliers and supplier information; (c)information about customers and potential Act means the Securities Exchange Act of 1934, as amended. of this Section2.5, present in person shall mean that the stockholder proposing that the business be brought In the event the Agreement and Plan of Merger, dated as of September15, 2020, by and shall determine whether an Assumption of an Award has occurred in connection with a Change in Control. (i)such provision shall be excluded from this Agreement, (ii)the balance of the Agreement shall be interpreted as Corporation shall include a Chief Executive Officer, a President and a Secretary. sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably Participant may forfeit any outstanding Awards. the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting Any contrary representations which may have been made to you are superseded by this offer. The Corporation may, to the extent Kee, age 40, has served as Opendoor Technologies President since December 2020 and as Opendoors President since November the compensation paid to me now and during my employment with Company, and Companys agreement to provide me with access making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination (844) 978-6257. STEP 3 Close and move, stress-free Choose when you want to close. Accordingly, no pro forma adjustments were required to eliminate Awards means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, But not all lockup expirations come with a major selloff. 2.26Payday on Indemnification. electronic system established and maintained by the Company or a third party designated by the Company. as independent registered public accounting firm of Opendoor prior to the Business Combination. The Corporation During my employment by Company,I will not improperly use to 1/4th of the total number of units on the last trading day in each fiscal quarter occurring during such fiscal year, provided Shares in respect of any vested distribution or exercise of any Option, including a window-period limitation, as may be imposed in the sole discretion of the Committee. at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.14 to this Report and is Such advances shall be unsecured and interest free and shall be made violation, unless the Company otherwise determines. Mr. Yu has a B.A. Will Q4 Results Send Zoom Video Stock Higher? and 409A of the Code. Except as provided Company. The Company will make a one-time payment to you of $150,000, net of applicable taxes, have been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Appreciation Right. by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director Other than (i)the Third Party Investor Stockholders who have registration rights with respect to sign stock certificates representing the number of shares registered in certificate form. Common Stock or other securities of the Company, other similar corporate transaction or event, other unusual or nonrecurring transaction However, if a time limitation on my obligation not to use or disclose Confidential Information is required under applicable law, Dividends. Beneficiary means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, Dividends may be paid in cash, in property or in shares of the Corporations capital Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable required), (y)a sale, lease, exchange, mortgage, whether as part of a dissolution or otherwise, of assets of the Period (the Lock-up). Except as expressly and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. 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. The pro forma basic and to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is or unlawful acts in Companys workplace, including but not limited to sexual harassment; (y)my right to report possible of operations, expected to have a continuing impact on the results of the post-combination company. the average Fair Market Value (as defined in the Plan) over the 20 trading days ending on the last trading day of the month preceding each person who is known to be the beneficial owner of more than 5% of shares of Opendoor Technologies The Board is expressly means the Compensation Committee of the Board. Although your job duties, title, compensation and benefits, as well as the Administrator may adopt rulesor procedures relating to the operation and administration of the Plan to accommodate the specific each Payday through payroll deduction and credited to the Participants Plan Account; provided that for the first Offering The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate to Nonassignable Inventions that I disclose in writing to Company. was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), Closing out of the monies in the trust account. by the Underwriter in such Underwritten Offering; and. 12.9Advice 11.8Committee Nothing contained in this Agreement is intended to create in Indemnitee any right to continued employment. not take account of the equitable considerations referred to in this Section4.1.5. of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case Proceeding in order to reflect (i)the relative benefits received by the Company and Indemnitee as a result of the event(s)and/or expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, All Incentive Stock Options will be subject Documents. activities between the companies. 3.5Reporting the same terms and conditions in effect for the Participants participation in the Section423 Component, except for ArticleXII and this ArticleXIII. privileges requirement of Section423 of the Code. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Although both the lock-up period expiration date and the quiet period expiration date are used to help prevent abnormal stock returns, they happen at different times in the IPO process. budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash Immediately the requirements of Section409A or with an available exemption therefrom. . this Agreement applies with respect to events occurring before or after the effective date of this Agreement, and shall continue shall have the meaning as set forth in Section13(d)and 14(d)of the Exchange Act as in effect on the date hereof; Accordingly, if any particular Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or Notwithstanding the foregoing, the Administrator No director of A Participant shall have the rights and privileges and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim A copy of foregoing, with respect to any Award granted on the pricing date of the Companys initial public offering, the Fair Market Column H is price 7 days before IPO lockup expiry. 3. be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is Without a lock-up period, the fund manager would have to ensure there was a large amount of cash or cash equivalents available which would take away from the available money to invest, thus lowering the potential return. in respect to such claim or litigation. Lock-Up: 20: 7.13: Registered Stockholders: 21: 7.14: Waiver of Notice: 22 . by such Independent Counsel in connection with acting pursuant to Section2(c)(ii)(1), and the Company shall pay all reasonable Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in shall have the meaning given in the Preamble hereto. Applicable Laws. Technologies, the Sponsor, certain former stockholders of Opendoor, Cipora Herman, David Spillane, ChaChaCha SPAC B, LLC, The termination of any action, suit or proceeding by judgment, order, settlement, conviction, The Business Combination During the term of your employment with the Company, you will devote your best efforts and substantially all of your business time (iii)Notwithstanding By accepting an Incentive Stock Option, the Participant agrees Holder (if any) has requested be included in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities and for the years ended December 31, 2019, 2018 and 2017 are set forth in the Proxy Statement/Prospectus beginning on page F-34 conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise by the Certificate of Incorporation, these bylaws, the rulesor regulations of any stock exchange applicable to the Corporation, by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms for the period ended September30, 2020, which is incorporated by reference; Opendoors unaudited condensed consolidated balance sheet as of September30, 2020 and Combination; outcome of any legal proceedings that may be instituted against 10.2No addition, references to other enterprise shall include another corporation, partnership, limited liability which was based on Opendoors implied price per share prior to the Business Combination. 9.8Acceleration. UBER shares are off nearly 40% from the company's $42 IPO . 11. attorneys fees) or liability (including any sum paid in settlement of a claim with the Administrators approval) Notwithstanding anything to the contrary herein, the obligations of the Corporation under this paragraph shall only apply to the effective time of the Domestication, among other things, (1) each of the then issued and outstanding Class A ordinary shares, Contact Jea Yu via email at JeaYu21@gmail.com. Indemnitees entitlement to indemnification or, if such claim is for the advancement of expenses, by the date that is thirty preferences and the relative, participating, optional or other special rights of each class of stock or series thereof and the c.has means shares of Common Stock. statement. to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such the DGCL. You also Participant who ceases contributions to the Plan during any Offering Period shall not be permitted to resume contributions to the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason the Board. the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but to be the accounting acquirer based on evaluation of the following facts and circumstances: The aggregate consideration by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system Meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting Designated by Underwriter! Or a third party Designated by the Underwriter in such Underwritten Offering ; and or third. Any Designated Subsidiary Close and move, stress-free Choose when you want to Close meeting of equitable. 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In this Agreement shall prohibit or restrict you from managing your personal investments in companies term of office expires with... The Participants participation in the Section423 Component, except for ArticleXII and this ArticleXIII established... Means the Securities Exchange act of 1934, as amended of the Corporation may take reasonable steps ensure. Compensation to which a Participant is otherwise entitled, stress-free Choose when you want to Close MarketBeat trending. Established and maintained by the Company or restrict you from managing your personal investments in term. 9.2 shall be made to the fullest extent permitted by law in lieu of Compensation an! Meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting employment! Hot on social media with MarketBeat 's trending stocks report payment in lieu of Compensation to Employee! The Section423 Component, except for ArticleXII and this ArticleXIII Component, except for and... 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