REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 21, 2020, is made and entered into by and among Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCH Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
72,000,000 Units Social Capital Hedosophia Holdings Corp. III UNDERWRITING AGREEMENTUnderwriting Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. IIISecurities Subscription Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SCH Sponsor Corp. III, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 17,250,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 2,250,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise r
INDEMNITY AGREEMENTIndemnity Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of April 21, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of April 21, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2020Warrant Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2020, is by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification & Liability • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of April 21, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of April 21, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of April 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCH Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
Social Capital Hedosophia Holdings Corp. III Palo Alto, CA 94301Underwriting Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 82,800,000 of the Company’s units (including up to 10,800,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of [·], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and SCH Sponsor III LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated April 21, 2020Warrant Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated April 21, 2020, is by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
CLOVER HEALTH INVESTMENTS, CORP. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 12th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Delaware
This Indemnification Agreement (this “Agreement”) is made as of __________, by and between Clover Health Investments, Corp., a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [·], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
AGREEMENT AND PLAN OF MERGERMerger Agreement • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
CLOVER HEALTH INVESTMENTS, CORP. as the Company and WILMINGTON TRUST, NATIONAL ASSOCIATION as the Trustee Indenture Dated as ofIndenture • May 9th, 2022 • Clover Health Investments, Corp. /De • Hospital & medical service plans • New York
INDENTURE, dated as of _____________, between Clover Health Investments, Corp., a Delaware corporation as the Company (the “Company”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
ContractEmployment Agreement • November 8th, 2024 • Clover Health Investments, Corp. /De • Hospital & medical service plans • California
CONFIDENTIALEmployment Agreement • August 8th, 2022 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Florida
Social Capital Hedosophia Holdings Corp. III 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • March 18th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. III (the “Company”) and Social Capital Holdings, Inc. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-236776) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCH Sponsor III LLC, shall make available to the Company, at 317 University Ave, Suite 200, Palo Alto, CA 94301 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain off
Re: Agreement for the Provision of Interim Management Services Dear Mr. Garipalli:Agreement for the Provision of Interim Management Services • November 9th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • New York
This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC (“APS”), and Clover Health Investments Corp. (the “Company”) for the engagement of APS to provide interim management services to the Company.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 12th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 7, 2021, is made and entered into by and among Clover Health Investments, Corp., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), SCH Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor”), certain stockholders of Clover Health Investments, Corp., a Delaware corporation (“CHI”) set forth on Schedule 1 hereto (such stockholders, the “CHI Holders”), Dr. James Ryans, Jacqueline Reses (together with Dr. James Ryans, the “Director Holders”) and Jacqueline Reses, Hedosophia Public Investments Limited, a Guernsey limited company, The Bain Revocable Trust DTD 4/3/13, a California corporation, and ChaChaCha SPAC C, LLC, a Delaware limited liability company (collectively, the “Investor Stockholders” and, collectively with
Social Capital Hedosophia Holdings Corp. III 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • April 24th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. III (the “Company”) and Social Capital Holdings, Inc. (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “NYSE”) (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-236776) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider, an affiliate of our sponsor, SCH Sponsor III LLC, shall make available to the Company, at 317 University Ave, Suite 200, Palo Alto, CA 94301 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain off
CLOVER HEALTH INVESTMENTS, CORP.Separation Agreement • November 9th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Maryland
This letter (the “Agreement”) confirms the agreement between you and Clover Health Investments, Corp. (the “Company”) regarding the termination of your employment with the Company.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 5, 2020, by and between Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company (“IPOC”), and the undersigned subscriber (the “Investor”).
Mr. Andrew Toy Chief Executive Officer Clover Health Investments, Corp. 3401 Mallory Lane, Suite 210 Franklin, TN 37067 Re: Agreement for Interim Management Services Dear Mr. Toy:Interim Management Services Agreement • March 14th, 2024 • Clover Health Investments, Corp. /De • Hospital & medical service plans • New York
This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC (“APS”), and Clover Health investments Corp. (the “Company”) for the engagement of APS to provide interim management services to the Company.
Re: EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • New Jersey
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Clover Health Investments, Corp., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”), effective as of immediately after the Closing of the Mergers (as those terms are defined in the Merger Agreement) (the “Effective Date”).
AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 10th, 2020 • Social Capital Hedosophia Holdings Corp. III • Hospital & medical service plans
This Amendment (this “Amendment”) to that certain Agreement and Plan of Merger, dated as of October 5, 2020, by and among Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares (“Acquiror”), Asclepius Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Clover Health Investments, Corp., a Delaware corporation (the “Company”) (such agreement, the “Merger Agreement”), is made and entered into as of December 8, 2020 by and among Acquiror, Merger Sub and the Company. Acquiror, Merger Sub and the Company are referred to sometimes individually as a “Party” and, collectively herein as the “Parties.”
Re: EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2021 • Clover Health Investments, Corp. /De • Hospital & medical service plans • California
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Clover Health Investments, Corp., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”), effective as of immediately after the Closing of the Mergers (as those terms are defined in the Merger Agreement) (the “Effective Date”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of October 5, 2020, by and among SCH Sponsor III LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I attached hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Clover Health Investments, Corp., a Delaware corporation ( the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
Franklin TN 37067 Re: EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2022 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Delaware
This Employment Agreement (the “Agreement”) between you (referred to hereinafter as “Executive”) and Clover Health, LLC (the “Company”) sets forth the terms and conditions that shall govern Executive’s employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”) to reflect Executive’s promotion to the role of Co-Founder and Chief Executive Officer of the Company effective as of January 1, 2023 (the “Promotion Effective Date”) and Executive’s continued employment in the role of President of the Company for the period beginning on the date hereof (the “Agreement Effective Date”) and ending on the Promotion Effective Date (the “Pre-Promotion Period”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. III • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of October 5, 2020, by and among Social Capital Hedosophia Holdings Corp. III, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder”, and collectively, the “Company Stockholders”) and Clover Health Investments, Corp., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
CLOVER HEALTH INVESTMENTS, CORP.Separation Agreement • March 1st, 2023 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Delaware
This letter (the “Agreement”) confirms the agreement between you and Clover Health Investments, Corp. (collectively, with its affiliates and subsidiaries, the “Company”) regarding the termination of your employment with the Company.
CLOVER HEALTH INVESTMENTS, CORP.Separation Agreement • February 28th, 2022 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Delaware
This letter (the “Agreement”) confirms the agreement between you and Clover Health Investments, Corp. (collectively, with its affiliates and subsidiaries, the “Company”) regarding the conclusion of your employment with the Company.
BOARD OBSERVER AGREEMENTBoard Observer Agreement • March 17th, 2023 • Clover Health Investments, Corp. /De • Hospital & medical service plans • Delaware
This Board Observer Agreement (this “Agreement”), dated as of March 16, 2023, is made by and between Clover Health Investments, Corp., a Delaware corporation (the “Company”), and Zach Weinberg (the “Observer”).
