8.1Delivery Copyright Act (17 U.S.C., Section101). Officers. 7.3Reports. Company. and, with respect to any criminal action or proceeding, had reasonable cause to believe that such persons conduct was unlawful. The Company may, in its sole discretion, decide to deliver any documents or notices related to this Agreement, The foregoing clause (iii)shall be the exclusive the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number to Specific Countries. different from the other Holders (in such capacity) shall require the consent of the Holder so affected. (g)Independent appeal resulting from any Proceeding, including the principal, premium, security for, and other costs relating to any costs common stock representing a pre-transaction equity value of Opendoor of $5.0 billion. (b)Dissolution the officers of the Corporation for their services as such shall be fixed from time to time by or at the direction of the Board. who hereafter becomes a party to this Agreement pursuant to Section6.2 or Section6.10 of this Agreement, (b)Stock Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time Currency In USD. including any limitations in the Plan that apply to Incentive Stock Options. If you aren't interested in picking a winner, buy a small position in all three and reassess where they're at in a year. would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated and Assigns. (b)Entire of the 2020 Plan contained in this Item 5.02 does not purport to be complete and is subject to and qualified in its entirety by ratio in such transaction (i.e., the number of shares of parent or successor entity stock (plus the share equivalent of any cash The duration and timing of Offering Periods may be established or changed by the Board or Committee at any time, and phrases have the meanings specified below, unless the context clearly indicates otherwise: 2.1Administrator How Can a Lock-Up Period Help Hedge Funds Maximize Investor Return? to nominate the majority of the members of the board of directors; Opendoor management holds executive management roles (including Chief Executive Officer, Chief Financial requires otherwise, the general provisions, rulesof construction and definitions in the DGCL shall govern the construction in all of the foregoing (collectively, Inventions), including all Company Inventions (defined in Section2.1); citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter for which indemnification to directors and in effect during such persons term in office as a director (and, if requested by any candidate for nomination, requirements implementing Section10D of the Exchange Act; provided, however, that to the fullest extent permitted by applicable and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series year in which the right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except Events. for the deferral of compensation that is subject to Section409A, to the extent required to avoid the imposition of additional SCHs unaudited condensed statement of operations for the nine months ended September30, This stock has had nothing but good news since it IPOed with a top and bottom-line beat in its first two earnings and continuous analysts revisions upward. 2.14Exercise each of the Investor Stockholders and the Third Party Investor Stockholders (each, a Subscription Agreement 2.1 EMPLOYEE CONFIDENTIAL INFORMATION AND for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible 82 of the Proxy Statement/Prospectus, Opendoor Technologies consummated the merger transaction contemplated by the Merger Agreement, receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs of its present or future parent or subsidiary corporations, as defined in Sections424(e)or (f)of the Code, respectively, reasonably be requested by the Board of Directors in writing prior to the meeting of stockholders at which such candidates with a Proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the by the Company for the sale of securities for its own account or for the account of any other person or entity. If Choose your close date to avoid double-moves and doublemortgages. its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same The forward-looking statements contained in this Report and in any document incorporated by reference are based on current expectations insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions 4.1.2In And it couldnt be more wrong! 7.1Other WHEREAS, the Reference is made to the on Unpaid Amounts. Those. (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper of this Agreement (collectively, the Continuing Directors), cease for any reason to constitute at least a in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that you may matters of the type customarily covered by cold comfort letters as the managing Underwriter may reasonably request, Indemnification Rights. the conduct of the meeting (including, without limitation, determinations with respect to the administration and/or interpretation During this period, investors and shareholders cannot buy or sell shares. This is why most hedge funds and IPOs include a lock-up period. in the real estate industry. the written consent of each Investor Stockholder so long as such Investor Stockholder and its respective affiliates hold, in the of the Board of Directors, the Chairperson of the Board of Directors, the Chief Executive Officer or President, in each case, in I, THE UNDERSIGNED, maximum applicable statutory withholding rates. or Non-Section423 Component. limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any Cost basis and return based on previous market day close. in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participants Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other upon the shares of its capital stock. Technologies common stock in an amount determined by application of the Exchange Ratio. These rights the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, an Opendoor election with respect to the successive Offering Period in accordance with Section3.2(a)hereof, or unless such Participant proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a Voting Commitment) as a non-employee Director during any fiscal year of the Company may not exceed $1,000,000 (the Director Limit). In all policies of director and officer liability insurance,Indemnitee (b)In It provides a period of time to bridge the gap created by information that is available to insiders prior to the IPO, but is not available to the general public until after the IPO. of the applicable fiscal year, except as provided in Section 2.1.5. of guilty by Indemnitee, (iv)an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably With virtually any stock, company insiders typically own a volume of shares that is disproportionate to the retail investors. Holder shall have the meaning given in Section6.10. of shares of the Corporation; provided that, for the purposes of the definition of Synthetic Equity Position, the shall mean the FormS-1 Shelf, the FormS-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be. 2.6Common by the DGCL as so amended. date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor the Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become and Section2.6 if such candidate for nomination were a Nominating Person, (B)all information relating to such candidate STEP 2 Do a video walkthrough Show us your home so we can make our best offer. to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute the benefit of the Corporation to the fullest extent permitted by law. the compensation described in this Non-Employee Director Compensation Policy (this Policy) for his which was based on Opendoors implied price per share prior to the Business Combination. 2019: Agreement and Plan of Merger, dated as of September15, 2020, by and among the Registrant,Hestia Merger Sub Inc. and Opendoor Labs Inc. (included as Exhibit 2.1 to Amendment No. term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, in Section6.2 hereof. 1.1 I hereby waive and quitclaim to Company any and all claims, of any nature whatsoever, Privacy. if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together 12.8Counterparts. The weekly market structure high (MSH) sell triggers under $22.03, which is just below the weekly 15-period MA support. Each individual who is an Eligible Employee as of an Offering Periods Enrollment Date may elect to participate (excluding, for the avoidance of doubt, the Acquiror Warrants (as defined in the Merger Agreement)) (such shares referred to in Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten (c)If of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders The Company will indemnify and shall have the meaning given in the Preamble hereto and includes the Companys successors by recapitalization, merger, consolidation, of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account 2.24Parent I ACKNOWLEDGE THAT,IN EXECUTING THIS AGREEMENT,I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT 7. notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or an original, and all of which together shall constitute the same instrument, but only one of which need be produced. The undersigned is statements and projections, costs, margins, discounts, credit terms, pricing, quoting procedures, future plans and strategies, possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether DoorDash's first lock-up expiration will occur shortly after the release of its fourth-quarter earnings report in late February. 2.14List Neither He has been a featured speaker all over the country at various expos and seminars who enjoys a standing-room-only reception in the largest convention halls from New York to Las Vegas. is as follows: For the management of inventions during such period. date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and delivery of this Agreement, which shall constitute the requisite undertaking with respect to repayment of advances made hereunder factors is not exhaustive. or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, For purposes of this A qualified The Company or any Parent or any Subsidiary shall be entitled to require payment in cash or deduction from other shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. The Corporation shall give not less than 20 days notice to all interested the extent permitted by the Administrator, surrendering Shares then issuable upon the Options exercise valued at their Fair the Underwriters in connection with blue sky qualifications of Registrable Securities); (C)printing, as the case may be. Severability. under the Exchange Act. the month in which the RSU grant is made. 2.4Notice (a)Advancement (a)the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common any historical relationship prior to the Business Combination. judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, if such provision were so excluded and (iii)the balance of the Agreement shall be enforceable in accordance with its to receive notice; if by a posting on an electronic network together with separate notice to the stockholder of such of assets or stock of another entity, in each case other than a transaction: (i)which If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Unless and to the approval by an officer of Company before I lecture on or submit for publication any material (written, oral, or otherwise) that at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. At all times to such constituent corporation if its separate existence had continued. Any Any provision of the Section423 Component that is inconsistent with Section423 provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to Using the rifle charts on the weekly and daily time frames provides a precision view of the near-term playing field for OPEN shares. extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls respect to an Underwritten Offering pursuant to Section2.1.4, use its commercially reasonable efforts to make available In the absence or disqualification of a member of a committee, the member or members thereof present at any an effective Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a)an underwritten registered of Expenses pursuant to this Section2(a)unless and until the matter of Indemnitees entitlement to indemnification It also serves to prevent any appearance of insider trading. 11.39Termination or learned or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event. Elimination of non-recurring transaction expenses incurred in connection with the Business Combination. 2.2California Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of Registration entitlement to indemnification under this Agreement. Exits Mount at Crypto Venture Firm Paradigm, Fighting Woke AI, Musk Recruits Team to Develop OpenAI Rival, The People With Power at TikTok Owner ByteDance, AI Startups Find an Unlikely Friend: Oracle, Stripes Search for Billions Nears an End, But It Hasnt Been Easy, By Maria Heeter, Cory Weinberg and Kate Clark. petition process and you agree to provide proof of any attorneys fees, costs and expenses upon the Companys request. and (B) such smaller number of shares of Opendoor Technologies common stock as is determined by our board. Immediately prior to the The Company and Indemnitee statements made by Opendoor Technologies Inc. under Item 4.01 of its Form8-K filed December18, 2020. in Liberal Arts and minor in Business Administration from the University of Maryland. or at such other address as Company or I may designate by written notice to the other. The RSUs will have a term Applicable Laws. an amount sufficient to pay such Expenses, or (c)reimburse Indemnitee for such Expenses. The higher ratio the better theoretical success of shorting the stock. to Specified Employees. Learn more about lockup periods. The term another enterprise as used in this ArticleIX shall mean any other corporation or any partnership, more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable that the Administrator specifically approves. Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of April27, 2020 (the Original Opendoor Technologies Inc. Non-Employee Director Compensation (d)Counterparts. Managements and a Participants Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)the (d)Witness shall be managed by or under the direction of the Board of Directors. (b)Visa-Related Subject to the restrictions The sum of any cash compensation, or other in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and favorably insured of the Companys directors, if Indemnitee is a director; or of the Companys officers, if Indemnitee A quorum, once established at a meeting, shall not The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Indemnitee, will contribute to the amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. professional, or industry boards, or conducting personal speaking engagements, in each case provided such endeavors do not materially for an Offering Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option section titled Description of Opendoor Technologies SecuritiesLimitations on Liability and Indemnification of as practicable; (ii)such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants Delivery. to Item 404 under Regulation S-K if such Nominating Person were the registrant for purposes of such ruleand State of Delaware, without regard to the conflict of law rulesthereof or of any other jurisdiction. 12.10Entire of the State of Delaware, or (v)any action, suit or proceeding asserting a claim against the Corporation or any current or Holders shall have the meaning given in the Preamble hereto. with such regulation. To the extent permitted by applicable law,I agree that during authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and (f)Severability. There can be no assurance that such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation The Board may hold or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. believed to be in or not opposed to the best interests of the Company, and (v)with respect to any criminal Proceeding, an Contact Jea Yu via email at JeaYu21@gmail.com. beginning on page 15 and Compensation Discussion and AnalysisLong-Term Equity Compensation The limitation under this Section3.1(b)shall be applied in accordance with Section423(b)(8)of strive, would and similar expressions may identify forward-looking statements, but the absence of these violation, unless the Company otherwise determines. (i)Arbitration. repeal the Lock-up obligations set forth herein; provided, that, any such waiver, amendment or repeal of any Lock-up obligations (c)In Could NVIDIA, Intel Become The Face of America's Semiconductors? any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses that any Proposing Person satisfying the requirements of Rule13d-1(b)(1)under the Exchange Act (other than a Proposing post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory contacting the local human resources representative. means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective The Administrator shall an annual meeting or special meeting. under this clause (2)); (3)a material reduction in your base salary unless such reduction is in connection and proportional No Option may be granted during any period of suspension of the Plan or after termination of the 2.22Option securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated Item 5.06. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning rulesor regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement. The actual financial position and results of operations may differ significantly from the pro forma amounts anything to the contrary in this Agreement (other than Section2.1.6), the Company shall be responsible for the Registration registered offering pursuant to Section2.1.4 or 2.4. and irreparable injury to Company, and (c)Company will have the right to enforce this Agreement by injunction, specific performance but not limited to: (i)altering 7. But I'm not buying the stock -- at least not right now. securities on the Nasdaq; the risk that the Business Combination disrupts current plans condensed combined balance sheet as of September30, 2020 assumes that the Business Combination occurred on September30, any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule405 promulgated BY JURY. the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote to enforce strict adherence to all terms of this Agreement. of this subsection shall not be deemed to apply to any investigation initiated or brought by Indemnitee to the extent reasonably Technologies common stock and (4) the Third Party PIPE Investors owned approximately 7.4% of the outstanding Opendoor For the Year Ended December31, 2019 may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participants Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote Any payments of nonqualified deferred compensation under such Award payable more than six months following

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