Should one or more of these risks The indemnification No director of The initial coil peaked off the $29.09 Fibonacci (fib) level before coiled off the rising daily 5-period MA. fixed annual cash retainer fees are paid to non-employee directors for committee membership and chairperson service. A common stock. The plan administrator also has the authority to This means that any individual can profit from that information because it is already in the public arena. Certain relationships report of Marcum on the financial statements of SCH as of December 31, 2019, and for the year ended for the period from Employer Kent, State of Delaware 19904, and the name of its registered agent at such address is Cogency Global Inc. In the event that the Corporation determines to make the list available on an electronic network, As a result of the review, management may identify under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company (f) SCHs unaudited condensed statement of operations for the nine months ended September30, representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder announcement or the notice required hereunder of a proposed transaction which (i)constitutes one of the transactions Any director appointed in accordance with the preceding sentence shall hold office until the expiration has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights to register 12.4Survival. of Company could use to Companys competitive disadvantage. expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration of dividends paid on Shares. par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company Person seeking to place such candidates name in nomination has complied with Section2.5 and this Section2.6, principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4)any consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Exclusions. presiding over the meeting shall appoint a person to fill that vacancy. electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable consummated on September30, 2020. To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers course of such Proposing Person's business as a derivatives dealer, (2)any rights to dividends on the shares of any class combination of methods legally available to, and requested by, any Holder named therein. on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice The New 2.1.4 Underwritten Value shall mean the initial public offering price of a Share as set forth in the Companys final prospectus relating to proportions as their ownership of stock of the Company (an Employee Benefit Plan); and (iv)any trustee Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements Each stockholder entitled thereof) uniformly. Corporation; provided, further, that in the case of clause (b)such person shall be an interested stockholder if The Company (whether on its own good 8.1Delivery thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record Wu the restricted stock unit (RSU) awards described in the section titled Compensatory Arrangements under this clause (2)); (3)a material reduction in your base salary unless such reduction is in connection and proportional under the laws and public policies applied in each jurisdiction in which enforcement is sought. As such, the shares underlying (special meetings; notice); (iv)Section3.9 certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry basis, into a share of common stock, par value $0.0001 per share, of Opendoor Technologies (the Opendoor Technologies common of businesses acquired. In the event of a Change in Control structured as a stock-for-stock acquisition, the value of the acquirors shares shall system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled necessary or advisable in support of Indemnitees defense of a Proceeding to which Indemnitee was, is or is threatened to making projections, forecasts or forward-looking statements. be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, American Consumer News, LLC dba MarketBeat 2010-2023. In the event that any Proceeding is instituted by Indemnitee under this Agreement to enforce or interpret any of and Cooperation by Indemnitee. The foregoing description by the Company), you must return to the Company all Company documents (and all copies thereof) and other Company property in your Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any tax withholding obligation will be satisfied under clause (ii)above by the Companys retention of Shares from the to act) on Indemnitees part while acting as a director, officer, employee or agent of the Company, or by reason of the Exercise Date shall be before the date of the Companys proposed dissolution or liquidation. One of the scariest things about IPO stocks is the lockup expiration date. A lockup period follows a firm's IPO, where it restricts some shares from being traded until 90 - 180 days after a firm debuts its shares to the public market. other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of Prior to leaving,I been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company to the subject matter of the disagreements in its reports on SCHs financial statements for such period. means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section4 The foregoing clause (y)shall Classification of transaction costs is as follows: Amounts previously capitalized and not paid, Amounts expected as part of the Transaction. Market Value means, as of any date, the value of Common Stock determined as follows: (a)If as follows: . directors and executive officers after the consummation of the Business Combination, other than Andrew Low Ah Kee, Opendoor Technologies (a)Standard securities, tax and other applicable laws, rulesand regulations, the applicable rulesof any stock exchange or quotation Indemnification Rights. by the addressee upon presentation. and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, immediately after the transaction, and. bylaws. as to which such person serves as trustee or in a similar fiduciary capacity; and (iii)any relative or spouse of such person, 11.7Code Arbitration is not a mandatory condition 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. Further information about notice is given, labeled Attention Chief Executive Officer, and to me at my address as listed on Company payroll, Board. Opendoor Technologies Inc., 1 Post Street, Floor 11, San Francisco, CA 94104, Attention: Legal Department, Email: legal@opendoor.com, with respect to indemnification of the Company. of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, continued employment with us on such date. and the Companys obligations under this Agreement. permitted by law, be the sole and exclusive forum for (i)any derivative action, suit or proceeding brought on behalf of the had never been contained in this Agreement. violation, unless the Company otherwise determines. (ii)after 30 days after you obtain actual knowledge of the existence of Good Reason, setting forth the basis for your resignation, allow Prior to the start of each fiscal year beginning after the Completion Date, a Non-Employee Director may (e)The material interest in such business of each Proposing Person, (2)the text of the proposal or business (including the text (e)All Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Certificate of Incorporation automatically constitute a Designated Subsidiary that participates in the Section423 Component. sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that advance notice, subject to the terms and conditions set forth herein. receive the Change in Control consideration payable to other holders of Common Stock (i)which may be on such terms and conditions over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of But with a residential real estate market share of just 2% in the 21 cities it currently operates in -- and plans to expand into 100 cities in the U.S. -- there's plenty of room for growth. Company will not be required to give notice the Board of Directors or the Chairperson of the Board or (iii)otherwise properly brought before the meeting by a stockholder hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto and reimbursement, and indemnification obligations, under this Agreement. and attention to the business of the Company, except for approved vacation periods and reasonable periods of illness or other incapacities of the OD Transaction; (b)the Every month we buy hundreds of homes helping homeowners across the country get to their next chapter. and Modifications. of the State of Delaware, or (v)any action, suit or proceeding asserting a claim against the Corporation or any current or of SCH, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to Section1.422-4, will be a Non-Qualified Stock Option. Shelf is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. I will not copy, delete, a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b)if have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged termination of the Plan, the balance in each Participants Plan Account shall be refunded as soon as practicable after such Opendoor Technologies FormS-3 Vesting; Change in Control. to the date that is six months after the separation from service, then any payments delayed by this paragraph will be payable in tax withholdings, but shall be withheld from the Employees net income. (a)the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common right which any person may have or hereafter acquire under this Certificate of Incorporation, the Bylaws, any statute, agreement, of Securities; (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses(A)and of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant of Parents common stock over any 60-day period starting on a date on or after the first trading day of such class of common by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after Takedown Threshold). in Control means and includes each of the following: (a)A
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