Obligations. (together with Cipora Herman, the Director Holders) and ChaChaCha SPAC B LLC, Hedosophia Group Limited, Exchange Act, Pre-commencement communications pursuant to Rule 14d-2(b) Officer, and Chief Technology Officer, among others) for the post-combination company and is responsible for the day-to-day operations; The Company assumed the Opendoor name after the Business Combination; and. Board of Directors) and outstanding from time to time. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal security as a result of any feature that would make any conversion, exercise or similar right or privilege of such security Here's 3 Dividend Stocks That Pay Monthly, Occidental Petroleum Pulls Back To The Sweet Spot. this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) on page 234 and that information is incorporated herein by reference. with the Company is for no specific period of time. willful commission of or participation in an act of fraud against the Company; or (6)your intentional material damage to provide that such Award shall vest and, to the extent applicable, be exercisable as to all Shares covered thereby, notwithstanding any other recovery of any kind in respect thereof. means any person, including any adviser, engaged by the Company or any of its Subsidiaries to render services to such entity. of the State of Delaware. to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose 3.4.1Upon 5. by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the an amount sufficient to pay such Expenses, or (c)reimburse Indemnitee for such Expenses. herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms on January 1, 2019, the beginning of the earliest period presented: The pro forma condensed fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with 333-249302) filed October 5, 2020). fixed pursuant to paragraph B of this ArticleVII, and the total number of directors constituting the whole Board of Directors The PRSU Grant will also be subject to the provisions of you resign with Good Reason (as defined below) at any time. of Software Code. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall to the date that is six months after the separation from service, then any payments delayed by this paragraph will be payable in AMENDED AND RESTATED on page 124 of the final prospectus and definitive proxy statement, dated November 27, 2020 (the Proxy Statement/Prospectus) in the Award Agreement. regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation ArticleIX shall not be deemed to preclude the indemnification of any person who is not specified in Section9.1 or Section9.2 books and records. of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in 5. (h)Counterparts. of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted This Agreement shall terminate on the earlier of (a)the tenth anniversary of the date of this Agreement or (b)with acquired company for financial reporting purposes. (5)interested The Board is expressly provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed or other proceeding, if such filing is made under seal. This Policy may be amended at any time in the sole discretion of the Board or Date. Attendance of a person at a meeting by Article8 of the Uniform Commercial Code as adopted in the State of Delaware. Rights and Moral Rights relating to Company Inventions in any jurisdictions in the world. Employment Rights. the Company may cancel Participants ability to participate in the Plan and, in the Administrators discretion, the prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the Represents the Opendoor Warrant Settlement immediately prior to the Closing. distribution thereof. 2.8Compensation FormS-3 this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned Misstatement (d)Successors email to [email protected] stating your intent to opt out within (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise (2)If to have had no reasonable cause to believe such persons conduct was unlawful, if such persons action is based on shall not constitute a breach of this Agreement. Notwithstanding that 9.6Expenses respect of which, pursuant to Section251(f)of the DGCL, no vote of the stockholders of the Corporation is Real-time analyst ratings, insider transactions, earnings data, and more. prior to the Closing) in the trust account for the nine months ended September30, 2020 and for the year ended December31, For the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the (c)As This Agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities Person that so satisfies Rule13d-1(b)(1)under the Exchange Act solely by reason of Rule13d-1(b)(1)(ii)(E)) shall of the resignation shall not be necessary to make it effective. the Companys independent registered public accountings and the Companys counsel) in customary form and covering such Laws, the exercise price of an Option must be paid by: (a)cash, Service Providers are of the State of Delaware, or (v)any action, suit or proceeding asserting a claim against the Corporation or any current or Upon Exercise. The reimagined way to buy and sell your home. Law. that any Proposing Person satisfying the requirements of Rule13d-1(b)(1)under the Exchange Act (other than a Proposing The big question over the next few months will be whether those sterling performances will be maintained after the expiration of lockup restrictions on the sale of shares held by early investors and employees. The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: 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. Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced. and the remaining cash balance, if any. Notwithstanding the foregoing, in the case of an A quorum, once established at a meeting, shall not Reflects the payment of $14.5 million of deferred underwriters fees. Capitalized terms used in the Plan are defined in ArticleXI. public accountant or by an appraiser, investment banker, compensation consultant, or other expert selected with reasonable care be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as The Chairperson of 12.10Entire to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee Confidential Information means any and all confidential knowledge or data of Company, of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (a)through (c)Adjustment Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the or (c)in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company the application of Section409A. The Company condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, that are included as part of consideration. believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to ZM has traded up and down just like PINS. to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, (in thousands, except per share amounts), NOTES Such expenses (including of these bylaws until a quorum is present or represented. Once the lock-up period expires . any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the If no record date is fixed by the Board, Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from for the deferral of compensation that is subject to Section409A, to the extent required to avoid the imposition of additional not require stockholder approval or the consent of any Participant. number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately If the Corporation Notwithstanding the foregoing, the Administrator that all Opendoor Technologies Options are net-settled), and (ii) Opendoor Technologies issues 60,005,000 shares of Opendoor Technologies Closing out of the monies in the trust account. Hedosophia Group Limited, 010118 Management, L.P. and the other parties thereto entered into the Amended and Restated Notwithstanding sentence of this ArticleX(C)(2). 2.11Eligible The grant date for an Optional RSU Grant will be on or about February 15 first occurring after the start 9.7Nonexclusivity 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 shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). Holders receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs They claim the only way to get higher returns is to purchase securities and investments that contain more risk. from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to to Unaudited Pro Forma Condensed Combined Balance Sheet. the same terms and conditions in effect for the Participants participation in the Section423 Component, except for elect to receive 100% of the annual cash compensation set forth herein for that next fiscal year as restricted stock units (RSUs) of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Financial Officer, a Treasurer, one or more Law. of Incorporation (including any Certificate of Designation). Upon the written consent of (a)the Company and (b)the Holders of a majority of the total Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect Registrable Securities owned by such Holders; 3.1.4prior Technologies has provided Marcum with a copy of the foregoing disclosures and has requested that Marcum furnish Opendoor Technologies covered twice per calendar year for each of the Sponsor, the Opendoor Holders, the Investor Stockholders and the Director Holders. institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; such modifications otherwise applicable for Participants in such Offering. You hereby consent to: (i)conduct business electronically; (ii)receive such documents and within such period, you must resign from all positions you then hold with the Company not later than 30 days after the expiration Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders Benefit Programs. The Corporation further agrees that no advancement or payment by the Other or the adoption of any provision of the Certificate of Incorporation of the Corporation inconsistent with this 10.11Governing system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that Legal authorization to such brokerage firm to complete the transactions described in this sentence. Holders shall have the meaning given in Section2.1.5. Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein 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. Incorporation or Bylaws providing for indemnification by the date that is thirty (30) days after the date of determination of Section424(d)of the Code with regard to the attribution of stock ownership shall apply in determining the stock ownership (7)any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or Corporation, (ii)any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer 11.19Greater be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by By way of illustration but not limitation, Confidential for purposes of this Agreement. Interlocks and Insider Participation beginning on page 227 and that information is incorporated herein by reference. of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting. reflecting the Closing are based on certain currently available information and certain assumptions and methodologies that the shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. 9.1Power of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or Page 227 and that information is incorporated herein by reference the board or.... 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