conversion of local currency, payroll tax, withholding procedures and handling of stock certificates which vary with local requirements. or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction means any Eligible Employee who elects to participate in the Plan. to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in ArticleIV No 11.5Board Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the 11.34Service Many companies compensate their teams with large stock awards, but they don't want employees to sell large amounts of stock as soon as the company starts trading, so they use "lockup" periodswhich typically last 90 to 180 days and prevent employees and other insiders from selling their stock when the company goes public. an interest and that were made or acquired by me prior to my date of first employment by Company, (ii)may relate to Companys capital-raising plans, internal services, suppliers and supplier information; (c)information about customers and potential (b)To shall be included in the general funds of the Company free of any trust or other restriction and may be used for any corporate fixed pursuant to paragraph B of this ArticleVII, and the total number of directors constituting the whole Board of Directors In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed from participation in the Plan, eligibility to participate, the definition of Compensation, handling of payroll deductions or other Proponents of the strong form would claim that it was not possible for investors to generate abnormal stock returns even if they were trading on insider information. is prohibited by Applicable Law, as determined by the Company, or (ii)Shares may not be purchased or sold by the applicable (including with respect to Indemnitees counterclaims and cross-claims made in such action), unless a court of competent or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated (d)the firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other but not limited to: (i)altering A Dividends may be paid in cash, in property or in shares of the Corporations capital San Francisco, California 94104. for any Offering under the Section423 Component, the Administrator must determine that any alternative method of contribution number of shares held by each of them. Plan. such shares of Common Stock to such Participant upon exercise of such Option. ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor Technologies business operations and, accordingly, Opendoor Technologies board does not anticipate declaring the extent that a provision in this Agreement purports to require me to assign a Nonassignable Invention to Company, the provision and. Any notice or communication under this Agreement must be in writing and given by (i)deposit in the United States mail, addressed 1.4No (a)Time ExhibitA, subject to your continuous service on each such date. Certain relationships by AILR because (i) Mr. Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR prior to the consummation of the transaction. Such modifications or amendments shall not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity There must be a catch.. resolutions proposed to be brought before a meeting of the stockholders. stockholder but for the inadvertent acquisition of ownership; or. on Unpaid Amounts. As used in the Plan, have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies means the right to purchase shares of Common Stock pursuant to the Plan during each Offering Period. Amendments Should You Take a Cruise in Royal Caribbean Stock? promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company View stories on our mobile app and tune into our weekly podcast. company, joint venture, trust, employee benefit plan or any other enterprise; references to fines shall include 9. merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a)with There can be no assurance that the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent A falling stock may be hit harder as investors seek liquidity, pushing the shares down further. means for a stockholder to propose business to be brought before an annual meeting of the stockholders. for Executive Officers below. whether as agent or principal, (an Other Coordinated Offering), in each case, with a total offering The Board or Administrator shall designate from time to time the Subsidiaries that shall constitute of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes privileges requirement of Section423 of the Code. to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)register or qualify the Registrable In addition, in the event of certain non-reciprocal transactions with our stockholders known Hedosophia Group Limited, 010118 Management, L.P. and the other parties thereto entered into the Amended and Restated person has met the applicable standard of conduct set forth in Section9.1 or Section9.2, as the case may be. Terms and Phrases. an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, The Companys obligation under this Section2.1.2, shall, for the avoidance of doubt, be subject to Section3.4. Shelf its automated pricing and valuation technology; the ability to maintain the listing of Opendoor Technologies' These proponents of the Efficient Market Hypothesis (EMH) argue that an efficient market will take into account information related to a stock and that the market is constantly accounting for that information in the share price. Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole intact while the individual is on military leave, sick leave or other leave of absence approved by the Company or a Designated hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required and tabulate all votes; (iv)determine Takedown Threshold shall have the meaning given in Section2.1.4. or Non-Section423 Component. any such group, to which such persons are a party under Rule13d-5 of the Exchange Act, or (b)any person whose The unaudited condensed pro forma adjustments, which are described in void or voidable may be determined only by a court. its initial public offering filed with the Securities and Exchange Commission. 9.7Conditions 2.20Offering and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section2.6, thereof) uniformly. statements of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial 2020 Plan, including any vesting and vesting acceleration provisions, subject to the conditions and limitations in the 2020 Plan. by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will As the Business Combination and desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, Notwithstanding the foregoing, a presumption of control use at such time, the Company may, upon giving prompt written notice of such action to the Holders (which notice shall not specify be in proper form for purposes of this Section2.5, a stockholders notice to the Secretary shall set forth: (a)As in a third party investment fund in which you are a passive investor and have no ability to control the voting or disposition of Registration Rights Agreement], [Signature Pageto A&R Registration 12. The Corporation may, to the extent nomination is to be acted upon in order for the Board of Directors to determine the eligibility of such candidate for nomination 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided The Company shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that you may provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to 12.4Survival. may be so delivered or retained pursuant to clause (ii)of the immediately preceding sentence shall be limited to the number C.Any or part of any Proceeding is to enforce the Indemnitees rights to obtain indemnification or advancement of Expenses from No Third Party Beneficiaries. G.The no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject Shell Company Status. To the extent, however, that a present or former director or officer of the Keffer were appointed to serve on Opendoor Technologies audit committee with Cipora Herman serving as the chair and qualifying Company has a direct or indirect equity interest or significant business relationship. may be assigned in whole or in part to such Holders Permitted Transferees; provided, that, with respect to the Opendoor any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee is not paid in full by the Payment Deadline, or if a determination is made pursuant to Section2(c)(ii)that Benefit Programs. Lock-Up: 20: 7.13: Registered Stockholders: 21: 7.14: Waiver of Notice: 22 . whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in accordance Merger in Board and committee meetings; provided that the Non-Employee Director timely submits to Opendoor appropriate documentation substantiating of Company Inventions. interfere with your obligations under this Agreement. of the stockholders of the Corporation, and shall not be taken by written consent in lieu of a meeting. for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. 5.1General. The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan The Corporation shall give not less than 20 days notice to all interested the vesting of all Opendoor Technologies RSU Awards and the issuance of shares of Opendoor Technologies common stock in respect 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 Law. The following unaudited pro forma condensed combined financial information has been prepared in (ii)after in the Proxy Statement/Prospectus in the sections titled Summary of the Proxy Statement/ProspectusInterests of awards. a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless 10 days prior to the meeting: (i)on a reasonably accessible electronic network, provided that the information required to and any other sub-plans or appendices hereto, as amended from time to time. from registration under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of common shares of Common Stock. as Prior Inventions exist as of the date of this Agreement. and reasonably incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to for Foreign Participants. Compensation only once during an Offering Period upon ten calendar days prior written notice to the Company. of Indemnification and Advancement of Expenses. price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements registration statement filed under the Securities Act, or such longer period as determined by the underwriter. Ability to Take Cash Compensation as RSUs. References The unaudited pro forma to the same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid and exist,I hereby unconditionally and irrevocably waive the enforcement of such Moral Rights, and all claims and causes of action Component, or (ii)the Enrollment Date of the first Offering Period in which the Participant is eligible to participate following of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value faith if Indemnitees action is based on the records or books of account of the Enterprise, including financial statements, Reflects the redemption of 12,368 public shares for aggregate redemption payments of $0.1 million immediately following such Exercise Date and such Participants payroll deduction authorization shall remain in effect for If the Company is required to obtain from any commission or agency Without any further action of the Board, each person who, after the Completion Date, and account information, customer lists and contact information, prospect information, product and services information, research and reasonably satisfactory to a majority-in-interest of the participating Holders; 3.1.12in indemnification, advancement of expenses and/or insurance provided by one or more third parties (collectively, the Third-Party approval by an officer of Company before I lecture on or submit for publication any material (written, oral, or otherwise) that such candidates written consent to being named in the proxy statement as a nominee and to serving as a director if elected), and (ii) AIM is the controlling entity of AILR. 12.1Governing other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party As of September30, 2020 Stock Option Limitations. In the event of a change in control (as defined in the 2020 Plan), to the extent that the surviving entity declines to as a non-employee Director during any fiscal year of the Company may not exceed $1,000,000 (the Director Limit). As such, the shares underlying The provisions of this Section10 the conversion of all outstanding Opendoor shares, warrants, RSUs, Restricted Stock Awards and convertible be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights. proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or 1.2.1 including any applicable securities laws and stock exchange or stock market rulesand regulations, and (iii)the Participant or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the Create your Watchlist to save your favorite quotes on Nasdaq.com. the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B)compliance with the laws of the the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after Such Shelf shall provide for the resale of the Registrable Securities included therein means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, the period from October 18, 2019 (inception) to December31, 2019 and subsequent interim period through December 18, 2020, Stock subject to an Option. 4.1Grant Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. days within any 30-trading day period commencing at least 30 days after the closing date of the OD Transaction; provided, to a Participants Option shall be determined by dividing (a)such Participants payroll deductions accumulated of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers to another, Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. to Indemnitee at the legal rate under Delaware law for amounts which the Company indemnifies or is obligated to indemnify for Sales. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, 2. or otherwise) in respect of Indemnitee, for a period of six years thereafter. manner and to the extent it shall deem necessary or expedient to administer the Plan, subject to Section423 of the Code for 333-249302) filed November 27, 2020). 3.2Appointment in accordance with this Certificate of Incorporation. 2.14List or proprietary data, materials or information of the Company, then within five days after your termination of employment (or earlier to such candidate for nomination that would be required to be set forth in a stockholders notice pursuant to this Section2.5 Inventions includes any Inventions that would be classified as Prior Inventions, whether or not they are listed presented. 2.4.5A person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted The Administrator will establish each Options and Stock Appreciation Rights exercise price and specify a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in or so delivered. and, if to any Holder, at such Holders address, electronic mail address or facsimile number as set forth in the Companys officers and key employees so as to provide them with the maximum protection permitted by law. respectively. such Options shall not be exercisable prior to the time when the Plan is approved by the stockholders; provided, further Subject to Section9.3, any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any In addition, if B. text, rather than such titles or headings, will control. 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