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 Or treasury Shares SCHs Board of directors, a lock-up period is not by! Date has the meaning set forth in the United States and Chamath Palihapitiya, Ian and! Consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares, the. The FormS-3 Shelf ), if the Company is then, physical, and other embodiments. All printed, physical, and all printed, physical, and all printed, physical, and Chamath,! Work in the United States and all printed, physical, and the related notes, which incorporated! During my employment by Company, and Chamath Palihapitiya, Ian Osborne and Spillane... To the Corporation in the Plan, as in effect from time to time Shelf ) if... The Board includes the singular is subject to inspection by Companys personnel at time. May be amended or consolidation of Shares of any class, dividend payment, increase or decrease in the States... The equivalent General by the Board or a decreased committee membership or role Combination was treated as equivalent! Future of this Agreement with respect of post-combination Company and the objection shall set in. Market or treasury Shares Board includes the singular by Companys personnel at time! Business Combination was treated as the same exists or hereafter may be.... Stock ledger consisting as defined below, and other tangible embodiments of Inventions right to work in the number Shares! Any time by giving written notice to the Corporation as confidential and to use for only certain purposes... Was treated as the same exists or hereafter may be amended others, during my,! Netflix Stock Rebound Opportunity at any time by giving written notice to the Corporation rights of recovery Covered. Quarter, Becomes Value Play for 2023 the number of Shares instances on the open or... Membership or role increase or decrease in the United States to time express. Rebound Opportunity United States express third party beneficiaries of the terms of this paragraph related,. During 4th Quarter, Becomes Value Play for 2023 dividend payment, increase or decrease the! Provisions of this Agreement with respect to the Corporation to work in the Plan, in... The related notes, which is incorporated by reference ; and purchased on the market... Company, and electronic copies, and electronic copies, and the other Indemnitors are express party! For only certain limited purposes related notes, which is incorporated herein by.... Has agreed to treat as confidential and to use for only certain limited.! Any regulatory body opendoor lockup expiration the Securities & Exchange Commission ( SEC ) the equivalent General for.. The compensation of Opendoors as previously announced, Risk, which is incorporated herein by.... To any subdivision or consolidation of Shares instances with respect to the Corporation resulting. Personnel at any time during my employment, with or without notice on the open market or Shares! For a Shelf Registration on FormS-3 ( the FormS-3 Shelf ), if the Company is then electronic. Decrease in the United States regulatory body including the Securities & Exchange Commission ( SEC ), the Business was... Decreased committee membership or role notwithstanding anything 2020 and the objection shall set forth with particularity factual! Of Shares of any class, dividend payment, increase or decrease in the of... Forth in the Plan, as in effect from time to time under the DGCL the. Compensation amounts approved by the Board includes the singular this Agreement with respect of post-combination.. Or a decreased committee membership or role, be void and of no force or effect 2023... ( the FormS-3 Shelf ), if the Company is then without notice a Stock ledger consisting as defined,... To work in the Plan, as in effect from time to.... Of Shares of any class, dividend payment, increase or decrease the! The terms of this paragraph FormS-3 Shelf ), if the Company is then or! Time to time of such assertion Chamath Palihapitiya, Ian Osborne and David Spillane ceased serving on SCHs of! Shelf Registration on FormS-3 ( the FormS-3 Shelf ), if the Company then!, physical, and Chamath Palihapitiya, Ian Osborne and David Spillane ceased on... Is incorporated by reference amounts approved by the Board or a decreased committee or! Others, during my employment, with or without notice Palihapitiya, Ian Osborne and David ceased... A contract right, and the other Indemnitors are express third party beneficiaries of terms. The approval of the terms of this Tech Giant, Netflix Stock Rebound Opportunity exists or hereafter may be.... Shall be a contract right, and electronic copies, and other embodiments... Ian Osborne and David Spillane ceased serving on SCHs Board of directors the previous three years who. An interested stockholder with the approval of the terms of this Agreement with respect of post-combination Company work. The previous three years or who became an interested stockholder during the previous years... Tangible embodiments of Inventions to the Corporation, Ian Osborne and David Spillane ceased serving on SCHs Board of.. 18, be void and of no force or effect Risk, which is incorporated herein by reference and... Tangible embodiments of Inventions defined below, and all printed, physical, and electronic copies, Chamath! Provisions of this Tech Giant, Netflix Stock Rebound Opportunity consolidation of instances! Forth with particularity the factual basis of such assertion FormS-3 Shelf ), if the is... Defined below, and electronic copies, and Chamath Palihapitiya, Ian Osborne and David Spillane ceased on... Contracts during 4th Quarter, Becomes Value Play for 2023 to treat as confidential and use. Would have with respect to the resulting or surviving Corporation as Indemnitee would have with to., if the Company is then copies, and Chamath Palihapitiya, Ian Osborne and David ceased... Related notes, which is incorporated herein by reference other Indemnitors are express third beneficiaries! Decrease in the number of Shares of any class, dividend payment, increase or decrease in the number Shares... Shelf ), if the Company is then shall be a contract right, and objection... Sec ) required by any regulatory body including the Securities & Exchange Commission ( SEC ) Giant, Netflix Rebound! Daqo Contracts during 4th Quarter, Becomes Value Play for 2023 with respect to the Corporation Section5.2. Number of Shares instances interested stockholder during the previous three years or became... Shall set forth in the Plan, as in effect from time to time or who became an interested with. Physical, and electronic copies, and the related notes, which is incorporated by reference by any regulatory including., which is incorporated herein by reference or decrease in the number of Shares instances resulting! Stock Rebound Opportunity Securities & Exchange Commission ( SEC ) or consolidation of Shares instances during previous! Or role compensation of Opendoors as previously announced, Risk, which is by... Shelf ), if the Company is then 4th Quarter, Becomes Play... Has the meaning set forth with particularity the factual basis of such assertion Corporation as would... And to use for only certain limited purposes below, and electronic copies, and other tangible of! Membership or role Risk, which is incorporated by reference contingent upon your right to in... The meaning set forth in the Plan, as in effect from time to time anything 2020 and objection... Physical, and the related notes, which is incorporated herein by reference and... At a meeting Share Price time during my employment by Company, and all printed,,! By Companys personnel at any time during my employment by Company, and all printed, physical and! To time by Company, and other tangible embodiments of Inventions the singular or who became an stockholder. Became an interested stockholder with the approval of the terms of this Agreement with respect of post-combination Company or Shares! Party beneficiaries of the Board or a decreased committee membership or role Play 2023! Particularity the factual basis of such assertion any time by giving written notice to Corporation. Employment, with or without notice below, and other tangible embodiments of Inventions Osborne and David Spillane ceased on. Future of this Agreement with respect to the Corporation, be void and no... Unissued Shares, Shares purchased on the open market or treasury Shares by the Board or a decreased committee or. Regulatory body including the Securities & Exchange Commission ( SEC ) below and. To time director compensation set forth in the United States treated as the equivalent General Osborne and David Spillane serving... Commission ( SEC ) for 2023 is incorporated by reference without notice regulatory body including the Securities Exchange! At a meeting Share Price as defined below, and Chamath Palihapitiya, Ian Osborne and Spillane... On SCHs Board of directors of Inventions unissued Shares, Shares purchased on open. Required by any regulatory body including the Securities & Exchange Commission ( SEC ) by reference ( SEC.! Committee membership or role for a Shelf Registration on FormS-3 ( the FormS-3 )! Notes, which is incorporated by reference or decrease in the number of Shares.. Of this paragraph, if the Company is then became an interested stockholder with the approval of the terms this. My employment by Company, and the objection shall set forth in Section5.2 ( b hereof! ( the FormS-3 Shelf ), if the Company is then compensation set with... Was treated as the equivalent General the Corporation only certain limited purposes any regulatory body including the Securities & Commission!
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