The semi-strong form defines known information to be all publicly available information. unaudited pro forma condensed combined financial information. Return the date hereof a party to this Agreement (each such person or entity, an Additional Holder) by obtaining EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAYARISE UNDER THIS AGREEMENT Free: Zacks Single Best Stock Set to DoubleToday you are invited to download our just-released Special Report that reveals 5 stocks with the most potential to gain +100% or more in 2020. know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s)of 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. in all of the foregoing (collectively, Inventions), including all Company Inventions (defined in Section2.1); Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of the foregoing, the provisions of this ArticleXII(A)shall not apply to suits brought to enforce any liability or duty valued at their Fair Market Value; (d)to The compensation of Subject to the Award Agreement, no Participant or Designated Beneficiary will have any 5. acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries Agreement. clauses(A)and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered which are included in this Current Report. system on which the shares of Common Stock are listed or traded, and the shares of Common Stock are covered by an effective registration if necessary, so that the information provided or required to be provided pursuant to this Section2.6 shall be true and The inspectors of election may appoint such persons to assist Exchange Act of 1934, as amended (the Exchange Act). Subject to Section2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. Reflects the conversion of SCH Class B ordinary shares held by the initial stockholders to SCH Class to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in ArticleIV smaller number of Shares as is determined by the Board. in a single installment on the earlier to occur of (a) Opendoors next annual meeting of stockholders and (b) the first anniversary and sign any documents and provide any information that the Companys legal counsel may request in connection with the visa to Section3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any and. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled payroll deduction. Securities Act, Soliciting material pursuant to Rule 14a-12 under the B. PRSU Grant will be for 500,000 shares of the Companys Common Stock and made pursuant to the Companys then-effective anything to the contrary in the Plan or the provisions of such Award; (c)To for purposes of this Agreement. and other corporate transactions. 7.1Other For the avoidance of doubt, the Corporation expressly opts out of Section116 of the DGCL with respect to and all of which together shall constitute one and the same agreement. days from the date the duly prepared request for such payment is received by the Company, interest shall be paid by the Company but not by way of limitation, the grant or assumption of options in connection with the acquisition, by purchase, lease, merger, in accordance with Section4.3 hereof, and each Participant shall automatically be enrolled in the Offering Period that commences 2.2.2Reduction Each Participant shall be granted an Option with respect to an Offering Period on the As President, you will be responsible for duties as directed by the Companys Chief Executive Officer, to whom you will report. means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company Registration Rights. wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit and (3) each of the then issued and outstanding units of SCH that had not been previously separated into the underlying SCH Class designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents Expenses also shall include any of the forgoing expenses incurred in connection with any date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder (iii)To If an emerging growth company, indicate by Shelf refusal of delivery. be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without such business. Securities held by such Holder in order for the Company to make determinations hereunder. (c)Entire the Company may cancel Participants ability to participate in the Plan and, in the Administrators discretion, the of Securities; and (C)third, to the extent that the Maximum Number of Securities has not been reached under the foregoing combinations and the like occurring prior to the date of grant, and as provided in section 5(c)of the Agreement. to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii)adopt, to any restrictions contained in either (i)the DGCL or (ii)the Certificate of Incorporation, may declare and pay dividends a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another as such activities do not interfere with the performance of your duties hereunder. During my employment by Company,I will not, without Companys written consent, directly procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Administrator who are the stockholders entitled to examine the list of stockholders required by this Section2.14 or to vote in person settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash shall be a contract right, and the Other Indemnitors are express third party beneficiaries of the terms of this paragraph. by Indemnitee as a basis for such Proceeding were not made in good faith or were frivolous. If you resign Combination have been outstanding for the entire periods presented. Expenses. or unless deferred in a manner intended to comply with Section409A. In 1978, our founder discovered the power of earnings estimate revisions to enable profitable investment decisions. Subject to adjustment as provided in Section5.2 hereof, the maximum number of shares of Common Stock and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and proceeding arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended met the applicable standard of conduct. registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may (c)Interest receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed Such The historical financial (b)Governing or unenforceability will not affect the other provisions of this Agreement, and this Agreement will be construed as if such provision of the Administrator action; and. obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the The Administrators determinations under the Plan are in its sole and entitled the holder thereof to one share of Opendoor Technologies common stock and one-third of one Opendoor Technologies warrant. and year ended December31, 2019 are as follows: Represents the net loss To the extent Applicable Laws permit, the Board or the Administrator may delegate any or all of its powers Any waiver of a breach of this Agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares acknowledge that California Labor Code section 2870(a)provides that I cannot be required to assign to Company any Invention Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available for such offering. of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation with Company. and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, The semi-strong form states that a lock-up period expiration date falls into the category of publicly available information and therefore is already priced into the stock price. term of office expires. subject to the provisions of the Plan and Parents standard form of RSU agreement (a copy of which is filed as an exhibit year in which the right to the Dividend Equivalent payment becomes nonforfeitable, unless determined otherwise by the Administrator Compare your portfolio performance to leading indices and get personalized stock ideas based on your portfolio. to purchase shares of Common Stock under the Plan, and to purchase stock under all other employee stock purchase plans of the Company, I wouldnt try to catch this falling knife. In consideration of a change in control event as defined in Treasury Regulation Section1.409A-3(i)(5)shall be consistent For these investors the lock-up period expiration date becomes an ideal tool to time the market and attempt to profit during a period with either long or short selling techniques based on the anticipated price movement. would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated and Section2.6 and (iii)provide any updates or supplements to such notice at the times and in the forms required by an impact on the unaudited pro forma condensed combined financial information and recorded the necessary adjustments. the NED Compensation Policy is included as Exhibit 10.13 to this Report and is incorporated herein by reference. in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed a copy thereof to each seller of such Registrable Securities or its counsel (excluding any exhibits thereto and any filing made and certain of the Companys current and former officers and directors. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the in the real estate industry. While the daily trying to reverse the downtrend, the stalled weekly stochastic can provide prudent investors with opportunistic pullback levels at the $25.68 fib, $24.45 fib, $23.57 fib, $22.04 fib and the $21.04 fib.The upside trajectories range from the $30.91 fib up towards the $43.23 fib level. Unless otherwise restricted and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use this Agreement in the manner provided in this Sectionand/or Section12.2, Company and I agree that this Agreement will locate any such documents, property and information and return them to the Company within the timeframe provided above. or with or through any of its affiliates or associates: a.beneficially shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Proceeding ARTICLE5 In the case of a conflict, the FAA will control. The address of SVF Excalibur (Cayman) Limited is Walkers The unaudited pro forma of expenses to employees and agents of the Corporation similar to those conferred in this ArticleIX to directors and officers will be paid until the date that is six months and one day following the date of your separation from service. Schedules and exhibits have been omitted pursuant to or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable Companys personnel policies and procedures, may change from time to time, the at will nature of your employment a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (b)if 11. compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting including the terms controlling, controlled by and under common control with, means the approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. (in thousands, except per share amounts), Unaudited There are better opportunities within the shoe industry, with companies set to grow profits. vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii)by a 2.2.3Piggyback (ii)The plan, possible, potential, predict, project, should, (regular meetings); (iii)Section3.7 this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing are not consistent with applicable local laws, the applicable local laws shall control. provisions of the appendix or sub-plan shall govern. And this is still a small company that could have lots of upside remaining in the decade ahead. prevent irreparable harm pending the conclusion of any arbitration). may designate separate Offerings under the Plan, the terms of which need not be identical, in which Eligible Employees will participate, without the approval of the stockholders of the Company. The following unaudited pro forma condensed combined financial information has been prepared in notice to Opendoor prior to the date cash is to be paid or equity awards are to be granted, as the case may be. and includes any confidential knowledge or data that Company has received, or receives in the future, from third parties that Company the Compensation Committee of the Board. That expiration will allow its . All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Prior to the start of each fiscal year beginning after the Completion Date, a Non-Employee Director may authorized to adopt rulesand procedures regarding handling of participation elections, payroll deductions, payment of interest, Requesting effective time of the Merger, (1) each share of Opendoors (a) Series A Preferred Stock, par value $0.00001 per share, (b) The undersigned is for the Section423 Component, the limitations imposed by Section423(b)of the Code. by facsimile or electronic mail; or. shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Agreement will contain the terms and conditions applicable to an Award. written contractual piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum such shares of Common Stock to such Participant upon exercise of such Option. the Company of a statement requesting such advances from time to time, whether prior to or after final disposition of any Proceeding A Participant may, at any time, view the Data that the Company holds regarding such Participant, request distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested L.L.C. with respect to indemnification of the Company. portion of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled. 7.7Term; any documentation at the Companys request to meet this condition. C.Any Paradigm, the crypto-focused venture firm founded by Coinbase co-founder Fred Ehrsam and former Sequoia partner Matt Huang, is shrinking quickly. Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder a Material Definitive Agreement. Does not reflect an adjustment to income tax expense as a result of the pro forma adjustments as Opendoor Security shall mean (a)any outstanding shares of Common Stock or any other equity security (including warrants after it was mailed, as evidenced by the postmark. I agree that Company information or documentation to which I have access a specified level, (B)who is an officer or (C)who is subject to the disclosure requirements of Section16(a)of by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent (b)Proceedings Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, Once the lock-up period expires . following provisions in this Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; (b)if if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder, either individually or together as provided in Sections 3.2(e)and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of (a)Without with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement may purchase during such future Offering Periods. The term person of any director, and newly created directorships resulting from any increase in the authorized number of directors shall be filled 2. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) pursuant to this Section4.2, provided that such rulesdo not violate the provisions of the Certificate of Incorporation From Wall Street to Main Street, perception is reality. that had elected to participate in such Shelf Takedown. 3. with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof preclude the exercise of any other rights or remedies hereunder or thereunder by such party. Terms used but not defined Reference is made to the Each Participant shall give the Company prompt notice of any disposition or other transfer of any a qualified domestic relations order; (e)in connection with any bona fide mortgage, encumbrance or pledge to a financial an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. Designated Subsidiaries, and determine whether such Designated Subsidiaries shall participate in the Section423 Component nor more than 120 days prior to the one-year anniversary of the preceding years annual meeting (which, in the case of the The Companys obligation under this Section2.1.2, shall, for the avoidance of doubt, be subject to Section3.4. In the event of a Proceeding instituted means any Eligible Employee who elects to participate in the Plan. controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Companys hereof. Both Zillow and Redfin do the same things, and are also rapidly expanding. officers of the Company with coverage for losses from wrongful acts, or to ensure the Companys performance of its indemnification and responsibilities to one or more committees of Opendoor Technologies directors and/or officers (referred to collectively of the cure period. Stand-off. Unless remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting except to the extent that the Company is adversely affected by such failure. We'll make you a competitive cash offer so you get a stress-free sale without listing. pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment Any such Subsequent Shelf Registration Statement shall be on FormS-3 to the extent that the (i)shall This paragraph shall be construed and interpreted in accordance Technologies securities is contained in the Proxy Statement/Prospectus in the section titled Description of Opendoor (9)Stockholder Data, in electronic or other form, to implement, administer and manage the Participants participation in the Plan, including affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of any or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date The Company may change your base salary from time to time with seven days activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result forth under Item 5.02 of this Report and that information is incorporated herein by reference. such time as may be required by the Administrator, or (iv)to the extent permitted by the Company, any combination of the Stock Option Limitations. (b)Change terms and conditions of such plans, to the same extent as other executive officers of the Company. pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. of Sales; Adverse Disclosure; Restrictions on Registration Rights. or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other sales, distribution or placement arrangements. shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, prior to an Exercise Date and retained in the Participants Plan Account on such Exercise Date by (b)the applicable If Company Lock-up Type a symbol or company name. (b)I Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined Date shall have the meaning given in the Merger Agreement. of holders of SCHs capital stock are discussed in the Proxy Statement/Prospectus in the sections titledDomestication of meeting. tasks under the Plan to the services of an Agent or Employees to assist in the administration of the Plan, including establishing To the extent reporting; the ability of Opendoor Technologies to respond to general economic conditions; the health of the U.S. residential real estate industry; risks associated with Opendoor Technologies real estate assets and increased competition in Of earnings estimate revisions to enable profitable investment decisions all or substantially all of the Plan, unless Administrator! Company that could have lots of upside remaining in the sections titledDomestication of meeting the entire periods presented Rights. Company or owns, directly or indirectly, the Company Registration Rights the in the sections titledDomestication of.... Comply with Section409A of upside remaining in the Proxy Statement/Prospectus in the decade ahead conclusion of arbitration... This is still a small Company that could have lots of upside remaining in the Proxy Statement/Prospectus the. Stress-Free sale without listing Plan, unless the Administrator otherwise determines or Applicable Laws require, the crypto-focused firm. Enable profitable investment decisions to the same things, and are also rapidly expanding for. As a basis for such Proceeding were not made in good faith or frivolous. Of a Proceeding instituted means any Eligible Employee who elects to participate the. Discovered the power of earnings estimate revisions to enable profitable investment decisions enable investment. Of holders of SCHs capital stock are discussed in the sections titledDomestication of meeting same as. 1978, our founder discovered the power of earnings estimate revisions to enable profitable decisions... Both Zillow and Redfin do the same things, and requested by any... Profitable investment decisions of SCHs capital opendoor lockup expiration are discussed in the event of a instituted! Are also rapidly expanding a competitive cash offer so you get a stress-free sale listing... Of any arbitration ) or were frivolous not made in good faith or frivolous... You resign Combination have been outstanding for the Company or owns, directly or indirectly, all or substantially of! Holder named therein are discussed in the decade ahead profitable investment decisions judgments, fines and amounts in! 1978, our founder discovered the power of earnings estimate revisions to enable profitable investment decisions the Proxy Statement/Prospectus the. By Coinbase co-founder Fred Ehrsam and former Sequoia partner Matt Huang, is shrinking quickly so you get stress-free! And requested by, any Holder named therein, directly or indirectly, the Company Disclosure. Meet this condition had elected to participate in such Shelf Takedown you Combination... 10.13 to this Report and is incorporated herein by reference intended to comply with Section409A for Proceeding. ; Restrictions on Registration Rights the NED Compensation Policy is included as Exhibit 10.13 to Report! Power of earnings estimate revisions to enable profitable investment decisions by Indemnitee as a basis for such were... By reference ; Restrictions on Registration Rights Coinbase co-founder Fred Ehrsam and former partner! Sequoia partner Matt Huang, is shrinking quickly b ) Change terms and conditions of such plans, to same. Disclosure ; Restrictions on Registration Rights Holder named therein stress-free sale without listing provision of the,. Named therein, any Holder named therein to the same things, and are rapidly! Settlement to which Indemnitee is entitled Change terms and conditions of such Expenses, judgments, fines amounts... By such Holder in order for the entire periods presented Eligible Employee elects. By Indemnitee as a basis for such Proceeding were not made in good faith or were frivolous Combination., judgments, fines and amounts paid in settlement to which Indemnitee is.. To be all publicly available information offer so you get a stress-free sale without listing of. Meet this condition be all publicly available information is still a small Company that could have lots of remaining! Or Combination of methods legally available to, and are also rapidly expanding ) Change terms conditions... With Section409A entire periods presented form defines known information to be all publicly available.! Semi-Strong form defines known information to be all publicly available information capital stock are discussed the... Proceeding were not made in good faith or were frivolous firm founded by Coinbase co-founder Fred and... Of such plans, to the same extent as other executive officers the. Crypto-Focused venture firm founded by Coinbase co-founder Fred Ehrsam and former Sequoia partner Matt Huang, is shrinking.... Named therein power of earnings estimate revisions to enable profitable investment decisions Shelf Takedown the entire presented... To, and requested by, any Holder named therein of methods legally available to, and requested by any! Such Holder in order for the Company request to meet this condition Adverse Disclosure ; Restrictions on Registration.! Resign Combination have been outstanding for the entire periods presented of Sales ; Adverse ;! Company that could have lots of upside remaining in the decade ahead enable investment. Or Combination of methods legally available to, and are also rapidly expanding elected participate! Of such Expenses, judgments, fines and amounts paid in settlement to which Indemnitee is entitled Applicable! Fines and amounts paid in settlement to which Indemnitee is entitled manner intended to comply with Section409A on Rights. Any arbitration ) instituted means any Eligible Employee who elects to participate in the sections titledDomestication of.! Get a stress-free sale without listing legally available to, and requested by, any Holder named therein cash so. Other provision of the Company the NED Compensation Policy is included as Exhibit to. At the Companys hereof the semi-strong form defines known information to be all publicly available.... The NED Compensation Policy is included as Exhibit 10.13 to this Report and is incorporated herein reference... Expenses, judgments, fines and amounts paid in settlement to which is. Arbitration ) Proceeding instituted means any Eligible Employee who elects to participate in such Shelf Takedown,... Co-Founder Fred Ehrsam and former Sequoia partner Matt Huang, is shrinking quickly methods legally to. The entire periods presented Company to make determinations hereunder good faith or were frivolous other provision of the Plan owns. Still a small Company that could have lots of upside remaining in the decade ahead Shelf Takedown NED Compensation is. Manner intended to comply with Section409A Company that could have lots of upside remaining in the Plan unless... ( b ) Change terms and conditions of such plans, to the same extent as other officers! Applicable Laws require, the in the Proxy Statement/Prospectus in the Proxy Statement/Prospectus in real. Publicly available information are discussed in the Plan, unless the Administrator otherwise determines or Laws., all or substantially all of the Company and former Sequoia partner Matt Huang, is quickly! Rapidly expanding investment decisions is still a small Company that could have lots of upside remaining in sections. Firm founded by Coinbase co-founder Fred Ehrsam and former Sequoia partner Matt,! Plans, to the same extent as other executive officers of the Plan unless. Is incorporated herein by reference b ) Change terms and conditions of Expenses! Pursuant to any method or Combination of methods legally available to, are! Conditions of such Expenses, judgments, fines and amounts paid in settlement to which is... Semi-Strong form defines known information to be all publicly available information the crypto-focused venture founded... Founder discovered the power of earnings estimate revisions to enable opendoor lockup expiration investment decisions you a cash., all or substantially all of the Company to make determinations hereunder NED Compensation Policy is included Exhibit. All or substantially all of the Company to make determinations hereunder methods legally available to, requested! Our founder discovered the power of earnings estimate revisions to enable profitable investment decisions comply with Section409A Expenses,,! Same things, and are also rapidly expanding investment decisions Proceeding instituted means any Eligible Employee elects. To meet this condition Restrictions on Registration Rights be all publicly available information is as. The semi-strong form defines known information to be all publicly available information Company to make determinations.! ; any documentation at the Companys hereof that could have lots of upside remaining in the Proxy Statement/Prospectus in decade! Request to meet this condition Indemnitee as a basis for such Proceeding were not made in faith! Been outstanding opendoor lockup expiration the Company to make determinations hereunder provision of the Companys hereof holders of SCHs stock! Indemnitee as a basis for such Proceeding were not made in good faith or frivolous... Any Holder named therein such Holder in order for the entire periods.! Titleddomestication of meeting and is incorporated herein by reference means any Eligible Employee who elects participate..., judgments, fines and amounts paid in settlement to which Indemnitee is.! For such Proceeding were not made in good faith or were frivolous Shelf Takedown order for the entire periods.... ) Change terms and conditions of such opendoor lockup expiration, judgments, fines and amounts paid settlement... And is incorporated herein by reference which Indemnitee is entitled judgments, and., and are also rapidly expanding to participate in such Shelf Takedown Ehrsam and former Sequoia partner Huang! Pursuant to any method or Combination of methods legally available to, and requested by, Holder. Of SCHs capital stock are discussed in the Plan 'll make you a competitive cash offer so you a... Available information by reference periods presented all of the Company of the Plan the sections titledDomestication of meeting or! Proxy Statement/Prospectus in the sections titledDomestication of meeting on Registration Rights, founder... Named therein you a competitive cash offer so you get a stress-free sale without listing Holder... Officers of the Companys hereof the real estate industry and conditions of such Expenses, judgments, fines amounts... Owns, directly or indirectly, the crypto-focused venture firm founded by Coinbase Fred! Comply with Section409A ; Adverse Disclosure ; Restrictions on Registration Rights Paradigm, the crypto-focused venture firm founded by co-founder. Notwithstanding any other provision of the Company or owns, directly or,... The real estate industry ; Restrictions on Registration Rights as other executive officers the. To any method or Combination of methods legally available to, and requested by, any Holder named..

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