REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2020, is made and entered into by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and SCH Sponsor Corp. II, a Cayman Islands exempted 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”).
30,000,000 Units Social Capital Hedosophia Holdings Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-quarter of one redeemable warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (or, if such date is not a business day, the following business day) (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading wi
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. IISecurities Subscription Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SCH Sponsor Corp. II, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 1,125,000 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 requ
INDEMNITY AGREEMENTIndemnification Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2020Warrant Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 2020, is by and between Social Capital Hedosophia Holdings Corp. II, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020, by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • 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. II, a Cayman Islands exempted company (the “Company”), and SCH Sponsor Corp. II, a Cayman Islands exempted company (the “Purchaser”).
Social Capital Hedosophia Holdings Corp. II Palo Alto, CA 94301Underwriting Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks
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. II, 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 34,500,000 of the Company’s units (including up to 4,500,000 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-quarter 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
Social Capital Hedosophia Holdings Corp. II 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • February 28th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. II (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-[•]) 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 Corp. II, 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 office
