REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 8, 2020, is made and entered into by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (the “Company”), and SCH Sponsor V 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”).
70,000,000 Units Social Capital Hedosophia Holdings Corp. V UNDERWRITING AGREEMENTUnderwriting Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • 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 October 8, 2020 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
INDEMNITY AGREEMENTIndemnification Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • 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 October 8, 2020 between the Company, Indemnitee and other parties thereto, the Company and Indemnitee do hereby covenant and agree as follows:
Social Capital Hedosophia Holdings Corp. V Palo Alto, CA 94301 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • 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. V, 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 80,500,000 of the Company’s units (including up to 10,500,000 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-fourth 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 O
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 8, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (the “Company”), and SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 8, 2020Warrant Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 8, 2020, is by and between Social Capital Hedosophia Holdings Corp. V, 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 • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Social Capital Hedosophia Holdings Corp. V (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.
Social Capital Hedosophia Holdings Corp. V 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • October 14th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between Social Capital Hedosophia Holdings Corp. V (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. 333-248915) 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 V 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 office
