AGREEMENT AND PLAN OF MERGER by and among SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. II, HESTIA MERGER SUB INC., and OPENDOOR LABS INC. dated as of September 15, 2020Merger Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of September 15, 2020 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Hestia Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”) and Opendoor Labs Inc., a Delaware corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 15, 2020, by and between Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company (“IPOB”), and the undersigned subscriber (the “Investor”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • September 17th, 2020 • Social Capital Hedosophia Holdings Corp. II • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of September 15, 2020, by and among Social Capital Hedosophia Holdings Corp. II, 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 hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Opendoor Labs Inc., 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).
