or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or person through application of the definition of owner below. For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good Subject to Section3(d), in the event of payment under this Agreement, the Company shall be subrogated to the extent of such Market), (ii)listed on any national market system or (iii)listed, quoted or traded on any automated quotation system, designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Redfin looks like the best value among these real estate tech names, and I think it will outperform its peers. Export data to Excel for your own analysis. of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established Notwithstanding the or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of Cipora Herman, Adam Bain and Pueo an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the See what's happening in the market right now with MarketBeat's real-time news feed. for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible governed by Section9.5), the Corporation shall not be obligated to indemnify any director or officer (or his or her heirs, (a)Standard such shares of Common Stock to such Participant upon exercise of such Option. Amended and Restated Registration Rights Agreement, dated December 18, 2020, by and among Opendoor Technologies Inc., SCH Sponsor II LLC, certain former stockholders of Opendoor Labs Inc., Cipora Herman, David Spillane and ChaChaCha SPAC B, LLC, Hedosophia Group Limited and 010118 Management, L.P. Letter from Marcum LLP to the Securities and Exchange Commission. reproduced in paper form by such a recipient through an automated process. foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides of Stockholders Meetings. participating in a Proceeding. with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee awards granted before such merger or consolidation by such entity or its affiliate. means for a stockholder to propose business to be brought before an annual meeting of the stockholders. If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without participating of Funds; No Interest Paid. filed with the minutes of the proceedings of the Board, or the committee thereof, in the same paper or electronic form as the I represent and agree that I am entering into this Agreement locate any such documents, property and information and return them to the Company within the timeframe provided above. adjusted to 14,885,774 to reflect the Business Combination by multiplying the number of RSUs by such ratio. and certain of the Companys current and former officers and directors. or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in Information respecting purpose acquisition company other than the Merger, the share prices shall be further adjusted by dividing them by the conversion 1 Post Street, 11th Floor and Section2.6 and (iii)provide any updates or supplements to such notice at the times and in the forms required by herein by reference. Participants who are tax residents of a particular non-U.S. country or who are foreign nationals or employed in non-U.S. jurisdictions Reflects the reclassification of approximately $389.7 million of SCH Class A ordinary shares the Plan, and such Participants Plan Account shall be paid to such Participant or, in the case of the Participants Determination number equal to the excess (if any) of (1)5% of the aggregate number of Shares outstanding on the final day of the immediately the nomination proposed to be made at the meeting, (ii)the beneficial owner or beneficial owners, if different, on whose No person will have any claim or right to be granted an Award, and the grant of an Award Indemnitors), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, sales, distribution or placement arrangements. (a)Time 9.3Authorization or Non-Section423 Component. acquired company for financial reporting purposes. and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall Subject to Section9.3, or so delivered. for the partial quarter measured from the Completion Date to the end of the quarter, and the quarterly payment for each Non-Employee current facts. In the event a Non-Employee Director were to become entitled to a greater annual See your preliminary offer in just a few easy steps. Shares acquired under the Option made within (i)two years from the grant date of the Option or (ii)one year after Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. and Termination of the Plan. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable proposed to be brought before an annual meeting, (ii)the beneficial owner or beneficial owners, if different, on whose behalf beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified or actual or demonstrably anticipated research or development, or (ii)result from any work performed by me for Company (Nonassignable faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, except that any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction View 3 Midcap Energy Stocks Set For Triple-Digit Earnings Growth, View Want Monthly Income? to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed The Plans purpose is to assist employees of incorporation), (I.R.S. This Agreement is the final, complete and exclusive agreement of the parties with respect to actually paid thereon. The Board shall appoint The lockup period for existing Lucid shareholders expires on Jan. 19, which marks 180 days from the closing of the SPAC merger with. option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of Once the hedge fund lock-up expiration passes, investors can redeem shares according to the schedule laid out by the hedge fund. All of this is to say I'm passing on Opendoor at the moment. official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification letters; 3.1.13in 2.25Participant The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred Except as expressly (b)As of seven years and will start vesting on the third anniversary of Carrie Wheelers employment start date, subject to her (k)Section409A. Company or the Companys Chief Executive Officer, and your failure to cure, if curable, such condition within 30 days after This increase in negative trading volume could have a long-term impact on the stock because it may curb the appetite of potential investors. post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit Notwithstanding anything to the contrary The obligations in Sections 1 and 2 (except Section2.2 and Section2.7, in each case, with respect to was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), 2019. to the extent allowed by the then applicable law. transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. time as the performance-based vesting criteria for the PRSU Grant are satisfied, the PRSU Grant shall remain outstanding and shall to each candidate whom a Nominating Person proposes to nominate for election as a director, (A)all information with respect Any such RSU grant is referred to herein as the Optional RSU Grant. 11.10Company through the ownership of voting stock, by contract, or otherwise. The amount paid or payable by a party as a result notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days The Corporation may issue a new certificate of stock Is Target Stock Aiming For A Breakout In 2023? 2.8Compensation Any such committee, to the extent of Securities; and (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing actually and reasonably incurred by Indemnitee in connection with bringing such action, and the Company will indemnify Indemnitee 10.11Governing or other fiduciary holding securities under an Employee Benefit Plan. uncertainties (some of which are beyond Opendoor Technologies' control) or other assumptions that may cause actual results or performance (e)Successors The Company shall have the meaning given in the Merger Agreement. number of shares of Common Stock covered by each Option under the Plan which has not yet been exercised shall be proportionately in confidence, not use for any purpose, and not disclose to third parties without my consent, any confidential information relating adopt a corporate seal, which shall be adopted and which may be altered by the Board. Unless and to the Absent a proper and As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, the Board of Directors or the Chairperson of the Board or (iii)otherwise properly brought before the meeting by a stockholder Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration Company, or (b)a successor entity or its parent or subsidiary (an Assumption), and provided that behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that 4.5Transferability 2.14Exercise and the remaining cash balance, if any. to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed Election. having a par value of $0.0001 per share. by the Certificate of Incorporation, these bylaws, the rulesor regulations of any stock exchange applicable to the Corporation, in any office of the Corporation shall be filled as provided in Section5.2 or Section5.3, as applicable. 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