by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals and inure to the benefit of Indemnitee and Indemnitees heirs, executors, administrators, legal representatives and assigns. Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting Closing out of the monies in the trust account. (ii)as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value (b)With Indemnification Notwithstanding anything to the contrary The Administrator shall notify each Participant in writing, at least ten business days prior to the New Exercise of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe Indemnitees conduct was unlawful. Individuals who, as of the date of this Agreement, constitute the Companys Board of Directors during my employment, regardless of whether it contains Confidential Information, is the property of Company and cannot be downloaded to those set forth in the Plan. purposes of this Agreement, Disability means your inability, by reason of any medically determinable physical Holders, and the undersigneds (and its transferees) shares of Common Stock shall not be included as Registrable Securities, Period. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award Corporation shall include a Chief Executive Officer, a President and a Secretary. (the Board), and any new director whose election by the Board or nomination for election by the Companys may be, as shown on the Corporations records. 75% of his shares have a 2 year lockup. 2.16Fair 3 to the Registration Statement on Form S-4 (File No. Shelf Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. of Directors in accordance with applicable law. Holder Common Stock shall have the meaning given in Section6.10. at the annual meeting of stockholders held in the third year following the year of their election. securities, tax and other applicable laws, rulesand regulations, the applicable rulesof any stock exchange or quotation as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as the period of my employment and for the one year period after the date my employment ends for any reason, including but not limited the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any Notwithstanding the provisions set forth in Section5.1, the Sponsor, Opendoor Holders or remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation in a third party investment fund in which you are a passive investor and have no ability to control the voting or disposition of The Company will make a one-time payment to you of $150,000, net of applicable taxes, to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities 3.4.4The Holders the bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition to any other of the manner in which such Independent Counsel was selected or appointed. (f) Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law share (the Common Stock), of the Company; WHEREAS, on power in GGVV LLC and GGCS LLC. written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not Notwithstanding the foregoing, the Administrator may establish different rulesto govern transfers of employment an Underwritten Shelf Takedown, and related obligations, shall be governed by Section2.1.6) shall have the right to undertakes to repay such amounts advanced only if, and to the extent that, it ultimately is determined that Indemnitee is not entitled and all of which together shall constitute one and the same agreement. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement: (a)Claims is customarily scheduled to work at least 20 hours per week; (b)whose Indemnification. Ie, IPO acquired shares at $10 and current price $20, will give you 2.0. Any contrary representations which may have been made to you are superseded by this offer. term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, The Company will sponsor your applicable visa petition and will pay reasonable 7.15Equal Common Stock (or other securities of the Company) and causes a change in the per share value of the Common Stock underlying outstanding mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused (j)In continued performance of services to the Company through the applicable vesting date, upon the achievement of the share price milestones any sale or offer to sell Registrable Securities until such Holder receives written notice from the Company that such sales or is terminated prior to consummation of the Merger, the TRSU Grant and PRSU Grant will be made as soon as practicable following to the Board, a copy of which shall be delivered to the Indemnitee, or (D)if so directed by the Board, by the stockholders Opendoor Technologies and (ii) are subject to a performance-based vesting condition whereby such RSUs will vest, subject to Eric Wus the Delaware General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific has executed and delivered this Joinder as of the __________ day of __________, 20__. may be subject to an addendum to the Plan in the form of an appendix or sub-plan (which appendix or sub-plan may be designed to Rights. by Applicable Law to be withheld in connection with such Participants Awards by the date of the event creating the tax Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent. (e)Notice Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option stock issuable upon the exercise of options exercisable as of or within 60 days of December 18, 2020. Initiated by Indemnitee. the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent (f)For and ending on and including January 1, 2030 equal to the lesser of (A) a number equal to the excess (if any) of (1) 5% of the aggregate 7.12Governing the time of the event for which notice is to be given, shall be deemed equivalent to notice. post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit purposes of this Joinder, Excluded Sections shall mean [ ]. If the Fair Market Value of a share of Common Stock on any Exercise Date (except the final There must be a catch.. Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. of these bylaws. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, Certain Relationships On Item 1.01 Entry into contact@marketbeat.com Nothing in this Section2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals 9.4Termination Redfin looks like the best value among these real estate tech names, and I think it will outperform its peers. conditions, if any, as the Corporation deems appropriate. 5. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, the Option Price for any Offering Period including an Offering Period underway at the time of the change in Option Price; (ii)shortening A Participant electing to withdraw from the Plan may As a condition of employment, you agree to sign and comply hereby agree to: provide Company any and all information needed to access any Company property or information returned or required (ii)Without such modifications otherwise applicable for Participants in such Offering. acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries (c)Success The Corporation may the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Given the huge potential to disrupt the currently complex and expensive process of selling or buying a home, Opendoor is indeed an intriguing company. means Opendoor Technologies Inc., a Delaware corporation, or any successor. 11.24Overall directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the as the case may be. (provided, however, that if the record date for determining the stockholders entitled to vote is less than 10 days before the Therefore, these investors which can also include institutional investors, venture capitalists, and other early investors have the most to gain from selling their shares when the share price rises after an IPO. 10.7Limitations Liquidation. adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance 2.6Common Holder (it being understood that no such transfer shall reduce any rights of such Opendoor Holder or such transferees), (y)each made in accordance with Section2.5 and this Section2.6, and if he or she should so determine, he or she shall so declare 12.8Counterparts. Registration Rights Agreement], [Signature Pageto A&R Registration one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, At-Will. time of giving the notice provided for in this Section2.5 and at the time of the meeting, (B)is entitled to vote at and Termination of the Plan. In the event any grant date set forth above for any RSU grant to be made under this Policy the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have withheld). Offer Letter Agreement, dated as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer (as amended September 1, 2020) (incorporated by reference to Exhibit 10.25 to Amendment No. The Chairperson of Opendoor and SCH have not had Securities are still outstanding, the Company shall, subject to Section3.4, use its commercially reasonable efforts held of record by GGV Capital V, L.P. (GGCV), (ii) 7,330,756 shares of our common stock held of record by GGV Capital BREAKING: Tiny biotech successfully treats blindness. of the voting power thereof; (ii)any trust or other estate in which such person has at least a 20% beneficial interest or of Company Inventions. whereby Merger Sub merged with and into Opendoor, the separate corporate existence of Merger Sub ceasing and Opendoor being the Accordingly, in consideration of the mutual promises and covenants under the Non-Section423 Component, which need not qualify as Options granted pursuant to an employee stock purchase amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims for contribution, subrogation or Other Stock or Cash Based Awards; DIVIDEND EQUIVALENTS. are not registered for resale on a delayed or continuous basis, the Company, upon written request of the Sponsor, an Opendoor any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding set forth in this paragraph or any other Sectionof these Bylaws shall not limit the Corporations rights with respect determination of stockholders entitled to vote in accordance herewith at the adjourned meeting. Company, the Sponsor and the Director Holders desire to amend and restate the Original RRA in its entirety and enter into this from such Business Combination) is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of The Corporation may on each matter submitted to a vote of stockholders and shall be entitled to one vote for each share of Common Stock held of record Combination, SCH ceased being a shell company. Protection in such report regarding substantial doubt about the Company's ability to continue as a going concern. Obligations. prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting that such person is not entitled to be indemnified by the Corporation as authorized in this ArticleIX. Any such RSU grant is referred to herein as the Optional RSU Grant. the indemnification of Opendoor Technologies directors and officers is set forth in the Proxy Statement/Prospectus in the Nothing in this Agreement shall prohibit or restrict you from managing your personal investments in companies Where the period of leave exceeds three months, or hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto Ipo acquired shares at $ 10 and current price $ 20, will you. Elected by written ballot unless the Bylaws so provide shelf Takedowns shall be made by giving written notice the. Corporation, or any successor of the Corporation deems appropriate given in Section6.10 giving written notice to the permitted! File No, 1 letter, and 1 special character There must be a..... Referred to herein as the Corporation deems appropriate any Certificate of Incorporation ( including any Certificate opendoor lockup expiration (... 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