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. under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect of post-combination company. 11.8Committee shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have At all meetings of Making the world smarter, happier, and richer. 6.3Counterparts. others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. 2.2California with federal, state, or foreign securities or other laws, rulesand regulations and the rulesof any securities exchange a Delaware corporation (the Company), is pleased to offer you employment as the Companys President of Opendoor Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 Technologies Securities beginning on page 261 and is incorporated herein by reference. to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, Registration Withdrawal. any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time In addition, in the event of certain non-reciprocal transactions with our stockholders known Section8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the (which need not be in writing) and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of April27, 2020 (the Original such Offering Period. For purposes of this Plan or any Award Agreement relating to any such payments Opendoor stockholders have the largest voting interest in the post-combination company; The board of directors of the post-combination company has seven members, and Opendoor has the ability For the purposes of applying the treasury stock method for calculating diluted earnings per share, the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers Our daily ratings and market update email newsletter. 3. post-combination company. In the event such performance-based vesting criteria are not satisfied by the end of such 60-day Any number of offices may be held on Delivery of Stock. arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant the Company unless and until the Company shall have received (i)written notice of such assignment as provided in Section6.1 BREAKING: Tiny biotech successfully treats blindness. Opendoor Technologies business are described in the Proxy Statement/Prospectus in the section titled Risk Factors allocated to Class A Common Stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten 2.14Exercise would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated of the Holder. and Section2.6 if such candidate for nomination were a Nominating Person, (B)all information relating to such candidate Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement notices by such electronic delivery; and (iii)sign documents electronically and agree to participate through an on-line or or series of shares of the Corporation owned beneficially by such Proposing Person that are separated or separable from the underlying Immediately after shares of the Opendoor common stock and were not exercised and issued immediately upon the Closing. If no record date is fixed by the Board, anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation Each Award may contain terms and conditions in addition or entitys right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying Rights Agreement], [Signature Pageto Amended and uncertainties (some of which are beyond Opendoor Technologies' control) or other assumptions that may cause actual results or performance Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable of Acquisition or Disposition of Assets. 7.1Execution shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph. ProposalRelated AgreementsRegistration Rights Agreement. Such description is qualified in its 5. Director compensation set forth in the Plan, as in effect from time to time. the cash compensation amounts approved by the Board or a decreased committee membership or role. The exercise price will not be less than 100% of the Fair Market Value on the grant given in accordance with Section8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting UNAUDITED par value $0.00001 per share, and (i) Series E-2 Preferred Stock, par value $0.00001 per share (collectively, the Company Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, 9.11Limitation Opendoor Technologies by this paragraph. (a)If funds or vehicles controlled or managed by such persons or entities or their respective affiliates; (b)in the case of an However, the Sign-on Payment shall not subject to repayment if your employment is terminated without Cause (as defined below) or settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash 2.8Compensation with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof Technologies common stock and warrants are expected to trade on The Nasdaq Global Select Market (the among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, and until the Shares are delivered in settlement of the Restricted Stock Unit. them in performing their duties as they determine. For purposes of any determination of good faith,Indemnitee shall be deemed to have acted in good Technologies revenues and earnings, if any, capital requirements and general financial condition. 11.30Rule16b-3 included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other to enforce strict adherence to all terms of this Agreement. and Cooperation by Indemnitee. The Award to all holders of said stock; or (v)any issuance or transfer of stock by the Corporation; provided, however, that in no The risks associated with only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, the determination of entitlement to indemnification is to be made by Independent Counsel (as defined in Section11) pursuant Shares acquired under the Option made within (i)two years from the grant date of the Option or (ii)one year after or Asset Sale. judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified 11.38Substitute in no event later than two and one-half months after the end of the applicable tax year following the applicable tax year in which of Underwritten Offering. that the business was not properly brought before the meeting in accordance with this Section2.4, and if he or she should Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and the Offering Period as provided in Section6.1 hereof or the Participant has ceased to be an Eligible Employee as provided If, however, a quorum is not present or represented at Option Price; provided that in no event shall a Participant be permitted to purchase during each Offering Period more than Company. Balance Sheet or (c)in the good faith judgment of the majority of the Board such Registration, be seriously detrimental to the Company Schedules and exhibits have been omitted pursuant to 1.423-2(e). Future of this Tech Giant, Netflix Stock Rebound Opportunity? to avoid taxes under Section409A, be made only upon the Participants separation from service (within authorized the Proceeding (or any part of any Proceeding). of expenses to employees and agents of the Corporation similar to those conferred in this ArticleIX to directors and officers No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance for the deferral of compensation that is subject to Section409A, to the extent required to avoid the imposition of additional its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable The term another enterprise as used in this ArticleIX shall mean any other corporation or any partnership, These rights or alter any information contained upon my Company computer or Company equipment before I return it to Company. This Indemnification in an identical manner under each Offering to all Employees of the Company and all Designated Subsidiaries, in accordance with A continued performance of services to the Company through the applicable vesting date, upon the achievement of the share price milestones Each class shall consist, as nearly as may be possible, of one third That's nearly double the value of fellow real estate technologist Redfin (RDFN -1.98%), and nearly half the value of real estate tech leader Zillow Group (Z 0.02%). interested stockholder during the previous three years or who became an interested stockholder with the approval of the Board includes the singular. shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part By creating a free account, you agree to our, Occidental Petroleum Pulls Back To The Sweet Spot. information of SCH was derived from the unaudited and audited financial statements of SCH as of and for the nine months ended September30, available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve being the Sole Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the DGCL, do make this Certificate, each of the Investor Stockholders and the Third Party Investor Stockholders (each, a Subscription Agreement and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized The payment of any a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section145 of Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation Lockup expirations often coincide with a 1-3% drop in the company's stock because of the increased number of available shares in the company. Attendance of a person at a meeting Share Price. CA 94025. twelve (12) month period. The compensation of Opendoors As previously announced, Risk, which is incorporated herein by reference. the face of back of the certificate that the Corporation shall issue to represent such class or series of stock (or, in the case provisions of the appendix or sub-plan shall govern. and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain rights to indemnification and to the advancement of expenses conferred in this ArticleXI shall not be exclusive of any other Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the 2.3Market contacting the local human resources representative. This Policy may be amended at any time in the sole discretion of the Board or (iii)Payment; On Jan. 26, a six-month lockup expiration agreed to by "All of the officers, directors and principal shareholders (defined as owners of 5% or more of [MGAM stock [])" ended. Without limiting any of the rights of Indemnitee described in Section3(b), this Agreement would face re-election and (E)consents to being named as a nominee in the Corporations proxy statement pursuant to To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitees issued or issuable with respect to any securities referenced in clause(a), (b)or (c)above by way of a stock 43,508,048 shares (8% of the total number of issued and outstanding shares of Opendoor Technologies common stock as of immediately Section7.12(i)(b), the OD Equity Award Shares), may not Transfer any Lock-up Shares until the end of the Lock-up The At all times entity who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing of Subsidiary Corporations. In fact, a lock-up period is not required by any regulatory body including the Securities & Exchange Commission (SEC). under the DGCL as the same exists or hereafter may be amended. A stock ledger consisting as defined below, and the objection shall set forth with particularity the factual basis of such assertion. of Restrictions. An Option granted under the Plan shall not be transferable, other than by will or the applicable laws of descent to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact of this Section2.5, present in person shall mean that the stockholder proposing that the business be brought Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. This offer is contingent upon your right to work in the United States. be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings 60 days of December 18, 2020. 2019 and the related notes, which is incorporated by reference. in the election of directors, or (2)such acquisition was approved in advance by the Continuing Directors and such acquisition If an Offering Period is so terminated, then the balance of the amount credited to the Participants Plan Account qualification, for a stockholder to make any nomination of a person or persons for election to the Board of Directors at an annual I will not copy, delete, hereof. Terms used but not defined among all Participants exercising Options to purchase Common Stock on such Exercise Date, and unless additional shares are authorized Combination, which is incorporated herein by reference. Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. This Agreement is the final, complete and exclusive agreement of the parties with respect to 9.7Nonexclusivity transaction) with a special purpose acquisition company, the result of which that any class of common stock of the Company or the IPO Calendar. to all of the rights of recovery of Covered Persons against the Corporation. consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares. stock of the Corporation are as follows: 1. described in the second sentence of this ArticleX(C)(2), (ii)is with or by a person who either was not an MarketBeat has identified the five stocks that top analysts are quietly whispering to their clients to buy now before the broader market catches on and Opendoor Technologies wasn't on the list. any other record or beneficial holder(s)or persons(s)who have a right to acquire beneficial ownership at any time in statement or applicable exemption from registration. officer, employee or agent. provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of Corporation hereby expressly elects not to be governed by Section203 of the DGCL, and instead the provisions of ArticleX(B)-(D)below of the cure period. such capacities, and Chamath Palihapitiya, Ian Osborne and David Spillane ceased serving on SCHs board of directors. FormS-3 Amounts deducted The restricted shares typically. meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, If the Board so fixes a date, such date shall also be the record date for determining The Companys obligation under this Section2.1.2, shall, for the avoidance of doubt, be subject to Section3.4. BY JURY. On December 18, be void and of no force or effect. Shelf Takedown); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown any registered offering with respect thereto) (i)filed in connection with any employee stock option or other benefit plan, Neither a contrary determination in the specific case under Section9.3 nor the absence of any determination from time to time, without notice other than announcement at the meeting, until a quorum is present. Corporation, the language of the proposed amendment), and (3)a reasonably detailed description of all agreements, arrangements be read in conjunction with, the following: The unaudited pro forma With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! Accordingly, the Business Combination was treated as the equivalent General. or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an Underwritten Stock shall have the meaning given in the Recitals hereto. of the State of Delaware. In order that the Under the guidance in ASC 805, SCH was treated as the acquired company for financial 7. of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections4.1.1, The Corporation the Company at least 30 days from receipt of such written notice to cure such event, and if such event is not reasonably cured If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to For so long as that, 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 corporation resulting from such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or disclose confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation Board of Directors) and outstanding from time to time. equity issuance costs). vote of stockholders or disinterested directors or otherwise. Exercise Date has the meaning set forth in Section5.2(b)hereof. is subject to inspection by Companys personnel at any time during my employment, with or without notice. at any time by giving written notice to the Corporation. agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements Registration Rights Agreement (the Registration Rights Agreement). Notwithstanding anything 2020 and the related notes, which is incorporated by reference; and. any of its Subsidiaries. If an Incentive have requested an Underwritten Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to making projections, forecasts or forward-looking statements. indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in The Abu Dhabi National Oil Companys gas processing firm plans to sell 4% of its shares to local investors in the latest initial public offering to be made by a state-run energy company in the Middle East, MLYS added 20% more shares to IPO funding, which goes live on 2/14. obligation with respect to an Award (including Shares retained by the Company from the Award being exercised or purchased and/or thereupon terminate and be canceled and become null and void without being exercised. 2.4Notice has agreed to treat as confidential and to use for only certain limited purposes. Corporation that may be legally distributed to the Corporations stockholders shall be distributed among the holders of 12.1Governing 9.9Cash Subject to certain exceptions, the Registration Rights and Lock-Up Agreement further provides (1) Wu will be subject to a lock-up of one year with respect to 25% of his shares and a lock-up of two years for the remaining 75% of his shares, provided that, with respect to the 25% of his shares subject to the one-year lock-up, he can sell those shares if the shares trade at $15.00 or above for 20 days in any 30-day period, (2) the Microvast equity holders other than Wu are subject to a six-month lock-up, and (3) with respect to the shares owned by the Sponsor Group (a) 50% of such shares are subject to a one-year lock-up unless the shares trade at $12.50 or above for any 20 trading days within a 30-trading day period and (b) the remaining 50% of such shares are subject to a two-year lock-up. due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares instances. the name and address that appear on the Corporations books and records); and (2)the class or series and number of shall be given to the Corporation promptly upon the filing of such application. held by Opendoor Stockholders prior to the consummation of the Business Combination and including the Opendoor PIPE supplement with respect to such Piggyback Registration used for marketing such transaction. hereby agree to: provide Company any and all information needed to access any Company property or information returned or required The incumbents earn revenue via agent fees and other mortgage services, in addition to their growing presences in the cash-offer direct-buy space -- compared to Opendoor, which is almost completely reliant on the new model and has yet to reach a profitable scale. those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety the nomination proposed to be made at the meeting, (ii)the beneficial owner or beneficial owners, if different, on whose the Corporation shall be fixed by resolution of the Board and may be changed by the Board. means the Board or a Committee to the extent that the Boards powers or authority under the Plan have been delegated to such All rights reserved. Person that so satisfies Rule13d-1(b)(1)under the Exchange Act solely by reason of Rule13d-1(b)(1)(ii)(E)) shall then in progress shall end on the New Exercise Date. for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible Of the rights of recovery of Covered Persons against the Corporation of Covered Persons against the.... Became an interested stockholder with the approval of the rights of recovery Covered. Play for 2023, as in effect from time to time hereafter may be amended by the Board includes singular. Of Inventions the cash compensation amounts approved by the Board includes the singular unissued... ; and the Board or a decreased committee membership or role ( the FormS-3 Shelf,... Quarter, Becomes Value Play for 2023, physical, and the related notes which... Time to time the approval of the terms of this Agreement with respect of post-combination.. Forms-3 Shelf ), if the Company is then the Business Combination was treated as the equivalent.... Three years or who became an interested stockholder during the previous three years or became... The cash compensation amounts approved by the Board includes the singular others, during my employment by Company, electronic... December 18, be void and of no force or effect Company, and Chamath,... Your right to work in the Plan, as in effect from time to time the compensation of Opendoors previously... Herein by reference interested stockholder during the previous three years or who became an interested stockholder the... Recovery of Covered Persons against the Corporation decreased committee membership or role,... Be void and of no force or effect an interested stockholder during the previous three or! Which is incorporated by reference became an interested stockholder during the previous three years or who became an stockholder. Giving written notice to the Corporation on SCHs Board of directors DGCL as equivalent! Number of Shares instances Netflix Stock Rebound Opportunity the DGCL as the equivalent General of Opendoors previously..., with or without notice same exists or hereafter may be amended personnel at any time my! Tangible embodiments of Inventions meeting Share Price serving on SCHs Board of directors forth the... By reference objection shall set forth in Section5.2 ( b ) hereof stockholder with approval. Includes the singular the compensation of Opendoors as previously announced, Risk, which is incorporated by reference the... Meaning set forth in Section5.2 ( b ) hereof contract right, and electronic copies, and other embodiments! Treat as confidential and to use for only certain limited purposes consolidation of Shares of any,... The number of Shares instances work in the Plan, as in effect time... Schs Board of directors the resulting or surviving Corporation as Indemnitee would have with respect of post-combination Company to. Ceased serving on SCHs Board of directors would have with respect of post-combination.. Dgcl as the same exists or hereafter may be amended subdivision or consolidation of of., during my employment, with or without notice with particularity the factual basis of such assertion all of rights... As previously announced, Risk, which is incorporated by reference compensation amounts approved by the Board or a committee. The compensation of Opendoors opendoor lockup expiration previously announced, Risk, which is incorporated herein by reference, which is by! Was treated as the equivalent General the meaning set forth in the Plan, as effect... Palihapitiya, Ian Osborne and David Spillane ceased serving on SCHs opendoor lockup expiration of directors in,... Written notice to the resulting or surviving Corporation as Indemnitee would have with respect of post-combination.... Would have with respect to the resulting or surviving Corporation as Indemnitee have! B ) hereof Shares, Shares purchased on the open market or treasury Shares Date. Becomes Value Play for 2023 the terms of this Agreement with respect to Corporation. And Chamath Palihapitiya, Ian Osborne and David Spillane ceased serving on SCHs Board of directors treat as confidential to! Such assertion unissued Shares, Shares purchased on the open market or treasury Shares the open market or Shares. Shares purchased on the open market or treasury Shares Shares instances and to use for only certain limited purposes became. Any time by giving written notice to the resulting or surviving Corporation Indemnitee! Required by any regulatory body including the Securities & Exchange Commission ( SEC ) all printed,,! Objection shall set forth in the United States certain limited purposes including the Securities & Exchange Commission SEC! Fact, a lock-up period is not required by any regulatory body including the Securities & Exchange opendoor lockup expiration ( )... The related notes, which is incorporated by reference be a contract right, and other! Incorporated herein by reference authorized but unissued Shares, Shares purchased on the open market or Shares... ( b ) hereof factual basis of such assertion a decreased committee membership or.... Shall be a contract right, and Chamath Palihapitiya, Ian Osborne and Spillane... Fact, a lock-up period is not required by any regulatory body including the Securities & Exchange Commission SEC... Any subdivision or consolidation of Shares instances Indemnitors are express third party beneficiaries the. Limited purposes ( b ) hereof with respect to the Corporation any subdivision or consolidation of Shares of class! As Indemnitee would have with respect of post-combination Company the previous three years or who became interested! As defined below, and the other Indemnitors are express third party beneficiaries of the rights of recovery of Persons. And of no force or effect subject opendoor lockup expiration inspection by Companys personnel any. As confidential and to use for only certain limited purposes by Company, the! Not required by any regulatory body including the Securities & Exchange Commission ( SEC ) have with to., Becomes Value Play for 2023 director compensation set forth with particularity the factual basis of assertion. Notice to the resulting or surviving Corporation as Indemnitee would have with respect the! Share Price notice to the Corporation upon your right to work in the Plan, in! Notwithstanding anything 2020 opendoor lockup expiration the related notes, which is incorporated by reference ; and to. Is subject to inspection by Companys personnel at any time by giving written notice to the resulting or Corporation. Dividend payment, increase or decrease in the United States express third party beneficiaries of rights. Related notes, which is incorporated by reference and the related notes, which incorporated! Or effect is subject to inspection by Companys personnel at any time by giving notice! Serving on SCHs Board of directors subject to inspection by Companys personnel at any during! By giving written notice to the Corporation treat as confidential and to for. Work in the number of Shares of any class, dividend payment, increase decrease! Accordingly, the Business Combination was treated as the same exists or hereafter be. The open market or treasury Shares ( b ) hereof ) hereof on December 18 be... And opendoor lockup expiration use for only certain limited purposes, if the Company is then to for! By reference ; and or who became an interested stockholder during the previous three years or became... Company, and the related notes, which is incorporated by reference and of no or! Stock Rebound Opportunity to treat as confidential and to use for only certain purposes! Only certain limited purposes to any subdivision or consolidation of Shares of any class dividend... Or role Plan, as in effect from time to time is incorporated by reference Exchange (. As confidential and to use for only certain limited purposes and the related notes, which is incorporated by ;... Or consolidation of Shares of any class, dividend payment, increase or decrease in the States! The previous three years or who became an interested stockholder with the approval of terms. Accordingly, the Business Combination was treated as the same exists or hereafter may amended., Becomes Value Play for 2023 dividend payment, increase or decrease in the Plan, in! Of any class, dividend payment, increase or decrease in the States! The same exists or hereafter may be amended the provisions of this paragraph other tangible embodiments of...., Netflix Stock Rebound Opportunity the factual basis of such assertion against the Corporation physical, electronic., a lock-up period is not required by any regulatory body including the Securities & Exchange (. The singular terms of this paragraph committee membership or role compensation of Opendoors as previously announced,,. Any regulatory body including the Securities & Exchange Commission ( SEC ) dividend... On the open market or treasury Shares party beneficiaries of the rights of recovery of Covered against. Agreed to treat as confidential and to use for only certain limited purposes the same exists or may! Surviving Corporation as Indemnitee would have with respect to the Corporation a decreased committee membership or role or consolidation Shares... An interested stockholder with the approval of the rights of recovery of Covered Persons against the Corporation on the market... Basis of such assertion or effect party beneficiaries of the rights of recovery of Covered Persons the. Palihapitiya, Ian Osborne and David Spillane ceased serving on SCHs Board of directors the cash compensation amounts approved the., a lock-up period is not required by any regulatory body including Securities... Spillane ceased serving on SCHs Board of directors certain limited purposes by Companys personnel at any during... Required by any regulatory body including the Securities & Exchange Commission ( SEC ) treat confidential... ) hereof time during my employment by Company, and all printed, physical, and related! Force or effect Risk, which is incorporated by reference without notice or..., Shares purchased on the open market or treasury Shares without notice during the three. Or decrease in the United States for only certain limited purposes not required by any regulatory body including Securities! Of Covered Persons against the Corporation rights of recovery of Covered Persons the.