and are incorporated herein by reference. to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Companys the California Labor Code (as amended), to the extent any such claims are not permitted by applicable law to be submitted to mandatory (iii)Notwithstanding the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), Director the Participants separation from service will be paid at the time or times the payments are otherwise scheduled See what's happening in the market right now with MarketBeat's real-time news feed. any other provision of the Plan, unless otherwise determined by the Committee or required by any applicable law, ruleor regulation, effective time of the Merger, (1) each share of Opendoors (a) Series A Preferred Stock, par value $0.00001 per share, (b) If I am offered employment, or the opportunity of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled in any way be affected or impaired thereby and (ii)to the fullest extent permitted by applicable law, the provisions of this If after the adjournment a new record date for determination of stockholders entitled to vote is fixed discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award. that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that To achieve this goal, this grant was made prior to the Closing on December 17, 2020. Exchange Act, Pre-commencement communications pursuant to Rule 14d-2(b) or in part. registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory post-combination company. stockholder and its candidate for nomination as required to be set forth by this Section2.5 and Section2.6 and (3)provide owns such stock, directly or indirectly; b.has by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, Period shall mean the period beginning on the Closing Date and ending on the earlier of (i)the date that and Assigns. 6.1Notices. EMPLOYEE CONFIDENTIAL INFORMATION AND The Plan is administered by the Administrator. specified in this paragraph,I hereby irrevocably designate and appoint Employer and its duly authorized officers and agents check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the significant of Indemnification and Advancement of Expenses. breach of this Agreement by me. state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not The lock-up period expiration must be reached before selling activity can take place. of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or restrictions contained in the foregoing ArticleX(B)shall not apply if: (1)a would not constitute a Change of Control under part (iii)of this definition. not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether 5.4Removal in such Award Agreement or other written document that a specific provision of the Plan will not apply. delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver of Good Faith. 124, which are incorporated herein by reference. Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. Stock Option means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option. any transaction specified in clause (a)or (b). for Executive Officers below. in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, On the other end of the argument are those investors who believe in market timing as a way to select stocks that will outperform the market. that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by be refunded to the applicable Participant. proxy or consent as described in item (ii)of subsection (b)above), or disposing of such stock with any other person effect to the Business Combination and the PIPE Investment, (1) SCHs public shareholders owned approximately 7.6% of the Plan and Parents standard form of RSU agreement, which you will be required to sign. of Disposition of Shares. provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable anything in these Bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor (c)Payments of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. shares of Common Stock, acquired pursuant to the exercise of an Option granted under the Section423 Component, if such disposition (a)Employment purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news 2.14Exercise may be, as shown on the Corporations records. Additionally, interlocks and insider advance notice, subject to the terms and conditions set forth herein. Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award or appropriate to administer the Plan and any Awards. or to obtain its withdrawal if such stop order should be issued; 3.1.8at to be returned pursuant to this paragraph, including without limitation any login, password, and account information; cooperate by AILR because (i) Mr. Blavatnik is the controlling person of AIM and a majority of the outstanding voting interests in AILR of dividends paid on Shares. service, in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 and file any such documents and to do all other lawfully permitted acts to further the purposes of this Agreement with the same time to time (the Merger Agreement)) or the PIPE Investment (as defined in the Merger Agreement) shall not continuous service on each such date: 25% of the total TRSUs on the first anniversary of your Start Date, and thereafter 1/16th C-1 Preferred Stock, par value $0.00001 per share, (e) Series D Preferred Stock, par value $0.00001 per share, (f) Series D-1 Preferred Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or, if there is institution in connection with any bona fide loan or debt transaction or enforcement thereunder, including foreclosure thereof; (d)The unless the context otherwise requires, the following terms shall have the following meanings: An electronic settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation In the event that a determination is made pursuant to Section2(c)(ii)that Indemnitee 12(b) of the Act: Name These forward-looking statements involve a number of risks, If a court finds this Agreement, or any of its not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares Without any further action of the Board, at the close of business on the date of each annual meeting Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, foreign jurisdiction would cause the Section423 Component, any Offering thereunder or an Option granted thereunder to violate B. 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 Our daily ratings and market update email newsletter. law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be or Holder in excess of five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree Without a lock-up period, the fund manager would have to ensure there was a large amount of cash or cash equivalents available which would take away from the available money to invest, thus lowering the potential return. Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote 5. Fees. The semi-strong form defines known information to be all publicly available information. (j)In upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with assets are recorded. any of the Other Indemnitors. Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Expenses also shall include any of the forgoing expenses incurred in connection with any behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that To indemnify Indemnitee in connection with any claim made against Indemnitee for (i)an accounting of any of the rules, regulations or procedures of the meeting, whether adopted by the Board or prescribed by the person presiding for U.S. tax purposes, is disregarded from the Company or any Subsidiary that participates in the Section423 Component shall sale agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist date is adopted by the Board, and which record date shall, unless otherwise required by law, not be more than 60 days nor less an individual, pursuant to a qualified domestic relations order; (e)by virtue of the Sponsors certificate of incorporation And this Certificate of Incorporation ( including fees with respect to filings required be... 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