REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 27, 2020, is made and entered into by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCH Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
36,000,000 Units Social Capital Hedosophia Holdings Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. IISocial Capital Hedosophia Holdings Corp. II • February 28th, 2020 • Blank checks • New York
Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SCH Sponsor Corp. II, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requ
INDEMNITY AGREEMENTIndemnity Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of April 27, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2020Warrant Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2020, is by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 27, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Hedosophia Holdings Corp. II., a Cayman Islands exempted company (the “Company”), and SCH Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Social Capital Hedosophia Holdings Corp. II Palo Alto, CA 94301 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 41,400,000 of the Company’s units (including up to 5,400,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Of
OPENDOOR TECHNOLOGIES INC. and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of August 20, 2021 0.25% Convertible Senior Notes due 2026Indenture • August 24th, 2021 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
INDENTURE, dated as of August 20, 2021, between Opendoor Technologies Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
Opendoor Technologies Inc. Indemnification AgreementIndemnification Agreement • December 18th, 2020 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • Delaware
This Indemnification Agreement (this “Agreement”) is made by and between Opendoor Technologies Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). This Agreement is effective as of [●].
AGREEMENT AND PLAN OF MERGER by and among SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II, HESTIA MERGER SUB INC., and OPENDOOR LABS INC. dated as of September 15, 2020Agreement and Plan of Merger • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of September 15, 2020 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Hestia Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Opendoor Labs Inc., a Delaware corporation (the “Company”).
Opendoor Technologies Inc. [●] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • February 2nd, 2021 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
Opendoor Technologies Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] shares of common stock, $0.0001 par value (“Common Stock”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to [●] additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Certain terms used herein are defined in Section 22 he
January 31, 2022Confidentiality Agreement • May 5th, 2022 • Opendoor Technologies Inc. • Real estate agents & managers (for others)
We are pleased to inform you that the Compensation Committee of the Board of Directors (the “Board”) of Opendoor Technologies Inc. (the “Company”) has approved the vesting acceleration terms described in this letter agreement (this “Agreement”), which shall be applicable to (1) the equity awards previously granted to you that are subject to service-based vesting conditions and (2) any equity awards granted to you in the future that are subject to service-based vesting conditions (collectively, the “Awards”). The Awards do not include any equity awards that are subject to performance-based vesting conditions. Capitalized terms used in this Agreement and not defined herein shall have the meanings given to such terms in the Company’s 2020 Incentive Award Plan (the “2020 Plan”).
OPENDOOR LABS INC.Opendoor Technologies Inc. • December 18th, 2020 • Real estate agents & managers (for others) • California
Opendoor Labs Inc., a Delaware corporation (the “Company”), is pleased to offer you employment as the Company’s President on the terms described in this letter agreement (this “Agreement”). Your employment is anticipated to commence on November 9, 2020 or another date as mutually agreed to by you and the Company in writing (the actual date of your commencement of employment shall be referred to herein as the “Start Date”).
Opendoor Technologies Inc. 28,000,000 Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • September 17th, 2021 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
SVF Excalibur (Cayman) Limited (the “Selling Stockholder”) proposes to sell to Citigroup Global Markets Inc. (the “Underwriter”) 28,000,000 shares of common stock, $0.0001 par value (“Common Stock”) of Opendoor Technologies Inc., a Delaware corporation (the “Company”) (said shares to be sold by the Selling Stockholder being hereinafter called the “Underwritten Securities”). The Selling Stockholder also proposes to grant to the Underwriter an option to purchase up to 4,200,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain terms used herein are defined in Section 22 hereof.
OpenDoor Labs Inc.Social Capital Hedosophia Holdings Corp. II • November 27th, 2020 • Real estate agents & managers (for others) • California
Opendoor Labs Inc., a Delaware corporation (the “Company”), is pleased to offer you continued employment as the Company’s Chief Executive Officer (“CEO”) on the terms described below in this letter agreement (this “Agreement”). This Agreement shall become effective on the date that it is signed by you (the “Effective Date”) and shall amend and restate your offer letter agreement dated as of January 6, 2020.
FIRST AMENDMENT TO WARRANT AGREEMENTWarrant Agreement • May 12th, 2021 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
THIS FIRST AMENDMENT TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of March 22, 2021, by and among Opendoor Technologies Inc., a Delaware corporation (“Opendoor Technologies”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Existing Warrant Agreement (as defined below).
Social Capital Hedosophia Holdings Corp. II 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. II (the “Company”) and Social Capital Holdings, Inc. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-236774) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCH Sponsor II LLC, shall make available to the Company, at 317 University Ave, Suite 200, Palo Alto, CA 94301 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain offic
Opendoor Labs Inc.Offer Letter Agreement • November 27th, 2020 • Social Capital Hedosophia Holdings Corp. II • Real estate agents & managers (for others)
As discussed, you and Opendoor Labs Inc. (the “Company”) hereby agree to amend the offer letter agreement between you and the Company, dated July 22, 2019 (the “Offer Letter”), by adding to it the following provisions set forth below (the “Amendment”):
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 27, 2020Warrant Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April 27, 2020, is by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
OPENDOOR LABS INC. Tempe, AZ, 85281Opendoor Technologies Inc. • May 4th, 2023 • Real estate agents & managers (for others) • New York
Opendoor Labs Inc., a Delaware corporation (the “Company”), is pleased to offer you employment as the Company’s Chief Legal Officer, on the terms described in this letter agreement (this “Agreement”). Your employment shall commence no later than Tuesday, September 6, 2022 (such actual date of your commencement of employment shall be referred to herein as the “Start Date”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 15, 2020, by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (“IPOB”), and the undersigned subscriber (the “Investor”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of September 15, 2020, by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Opendoor Labs Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Social Capital Hedosophia Holdings Corp. II 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. II (the “Company”) and Social Capital Holdings, Inc. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-236774) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCH Sponsor II LLC, shall make available to the Company, at 317 University Ave, Suite 200, Palo Alto, CA 94301 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain offic
OPENDOOR TECHNOLOGIES INC.Letter Agreement • February 23rd, 2023 • Opendoor Technologies Inc. • Real estate agents & managers (for others)
Reference is hereby made to the continued employment letter agreement between you and Opendoor Labs Inc. dated as of September 14, 2020 (the “Agreement”). This letter agreement amends the Agreement, effective as of December 1, 2022 (the “Effective Date”), in the manner set forth herein, to reflect that, as of the Effective Date, you shall resign as Chief Executive Officer and Chairperson of the Board of Directors of Opendoor Technologies Inc. (the “Company”) and transition to your new role as the Company’s President, Marketplace.
OPENDOOR LABS INC. 1 Post Street, Floor 11 San Francisco, California 94104Social Capital Hedosophia Holdings Corp. II • November 25th, 2020 • Real estate agents & managers (for others)
As discussed, you and Opendoor Labs Inc. (the “Company”) hereby agree to amend the offer letter agreement between you and the Company, dated April 13, 2014 (the “Offer Letter”), by adding to it the following provisions set forth below (the “Amendment”):
CONVERTIBLE NOTES EXCHANGE AGREEMENTConvertible Notes Exchange Agreement • October 5th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
CONVERTIBLE NOTES EXCHANGE AGREEMENT, dated as of September 14, 2020 (this “Agreement”), by and among Opendoor Labs Inc., a Delaware corporation (the “Issuer”), and the entities listed on Schedule I hereto (collectively, the “Holders” and each, a “Holder” with respect to its Note (as defined below)).
OPENDOOR LABS INC. 1 Post Street, Floor 11 San Francisco, California 94104Social Capital Hedosophia Holdings Corp. II • November 27th, 2020 • Real estate agents & managers (for others)
As discussed, you and Opendoor Labs Inc. (the “Company”) hereby agree to amend the offer letter agreement between you and the Company, dated April 13, 2014 (the “Offer Letter”), by adding to it the following provisions set forth below (the “Amendment”):
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of September 15, 2020, by and among SCH Sponsor II LLC, a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Opendoor Labs Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 30th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 27, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
September 26, 2019Opendoor Technologies Inc. • January 13th, 2021 • Real estate agents & managers (for others)
We are pleased to offer you eligibility for retention bonuses, under the terms set forth in this retention bonus agreement (the “Agreement”). The purpose of this Agreement is to incentivize and reward you for your continued service to Opendoor Labs Inc. (the “Company”) in the coming months.
SALES AGREEMENTSales Agreement • May 2nd, 2024 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
Opendoor Technologies Inc., a Delaware corporation (the “Company”), proposes to sell from time to time through Barclays Capital Inc. and Virtu Americas LLC, as sales agents (each, an “Agent,” and collectively, the “Agents”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 (the “Stock”) on the terms set forth in Section 2 of this agreement (this “Agreement”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2020 • Opendoor Technologies Inc. • Real estate agents & managers (for others) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 18, 2020, is made and entered into by and among Opendoor Technologies Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), SCH Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former stockholders of Opendoor Labs Inc., a Delaware corporation (“Opendoor”) identified on the signature pages hereto (such stockholders, the “Opendoor Holders”), Cipora Herman, David Spillane (together with Cipora Herman, the “Director Holders”) and ChaChaCha SPAC B LLC, Hedosophia Group Limited, Hedosophia Public Investments Limited, Longsutton Limited and 010118 Management, L.P. (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the Opendoor Holders, the Director Holders and any person or en
