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
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. VSocial Capital Hedosophia Holdings Corp. V • September 18th, 2020 • Blank checks • New York
Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Subscriber” or “you”), has made to subscribe for 2,875,000 of the Company’s Class B ordinary shares (the “Shares”), of US$0.0001 par value per share (the “Class B Shares”), up to 375,000 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, of 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 other
INDEMNITY AGREEMENTIndemnity Agreement • November 16th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • Delaware
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [•], 2020Warrant Agreement • October 6th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [•], 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”).
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”).
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 Palo Alto, CA 94301 Re: Initial Public Offering Ladies and Gentlemen:Letter 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
SoFi Technologies, Inc. (a Delaware corporation) 50,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2021 • SoFi Technologies, Inc. • Finance services • New York
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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2021 • SoFi Technologies, Inc. • Functions related to depository banking, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2021, is made and entered into by and among SoFi Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Sponsor”), certain stockholders of Social Finance, Inc., a Delaware corporation (“SoFi”), as set forth on Schedule 1 hereto (such stockholders, the “SoFi Holders”), Jay Parikh and Jennifer Dulski (together with Jay Parikh, the “Director Holders”) and the parties set forth on Schedule 2 hereto (collectively, the “Investor Stockholders” and, collectively with the Sponsor, the SoFi Holders, the Director Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders”
SOFI TECHNOLOGIES, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2021 • SoFi Technologies, Inc. • Functions related to depository banking, nec • Delaware
This Indemnification Agreement (this “Agreement”) is made as of May 28, 2021, by and between SoFi Technologies, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 25th, 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.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
This Agreement and Plan of Merger, dated as of January 7, 2021 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp. V, 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”), Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Social Finance, Inc., a Delaware corporation (the “Company”).
SOFI TECHNOLOGIES, INC. and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as TrusteeSoFi Technologies, Inc. • March 8th, 2024 • Finance services • New York
INDENTURE, dated as of March 8, 2024, between SoFi Technologies, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • November 16th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of November 13, 2020 (the “Grant Date”), is made by and between Social Capital Hedosophia Holdings Corp. V, an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and Jennifer Dulski (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the Company’s initial Business Combination (as defined below) (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6 hereof.
Social Capital Hedosophia Holdings Corp. V Palo Alto, CA 94301Letter Agreement • November 16th, 2020 • Social Capital Hedosophia Holdings Corp. V • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”) of 80,500,000 of the Company’s units (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 were sold in the Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
REVOLVING CREDIT AGREEMENT dated as of September 27, 2018 among SOCIAL FINANCE, INC., as the Borrower, the Lenders party hereto, the Issuing Banks party hereto, and GOLDMAN SACHS BANK USA, as the Administrative Agent, CITIBANK, N.A. and GOLDMAN SACHS...Revolving Credit Agreement • June 14th, 2021 • SoFi Technologies, Inc. • Finance services • New York
REVOLVING CREDIT AGREEMENT dated as of September 27, 2018 among SOCIAL FINANCE, INC., as the Borrower, the LENDERS and ISSUING BANKS party hereto and GOLDMAN SACHS BANK USA, as the Administrative Agent.
Social Capital Hedosophia Holdings Corp. V 317 University Ave, Suite 200 Palo Alto, CA 94301Administrative Services Agreement • September 25th, 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
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
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • June 4th, 2021 • SoFi Technologies, Inc. • Functions related to depository banking, nec • Delaware
This Shareholders’ Agreement (this “Agreement”) is made and entered into as of May 28, 2021, by and among SoFi Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), SCH Sponsor V LLC, a Cayman Islands limited liability company (the “Sponsor”), certain former shareholders of Social Finance, Inc., a Delaware corporation (“SoFi”) identified on the signature pages hereto (such shareholders, the “SoFi Investors”, and together with the Sponsor, the “Investors”). Each of the Investors and the Company are referred to herein as a “party” and collectively as “parties”).
CAPPED CALL EARLY UNWIND AGREEMENT dated as of March [ • ], 2024 between SoFi Technologies, Inc. and [_____]Capped Call Early Unwind Agreement • March 8th, 2024 • SoFi Technologies, Inc. • Finance services • New York
THIS EARLY UNWIND AGREEMENT (this “Agreement”) with respect to the Capped Call Transactions (as defined below) is made as of March [ • ], 2024 between SoFi Technologies, Inc. (“Company”) and [___] (“Dealer”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp. V, 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 Social Finance, 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 4th, 2021 • SoFi Technologies, Inc. • Functions related to depository banking, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 28, 2021, is made and entered into by and among SoFi Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and certain stockholders of Social Finance, Inc., a Delaware corporation (“SoFi”), as set forth on Schedule 1 hereto (such stockholders, the “Series 1 Holders” and, together with 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”).
LOCK-UP AGREEMENTLock-Up Agreement • June 4th, 2021 • SoFi Technologies, Inc. • Functions related to depository banking, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2021, by and between SoFi Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and each of SCH Sponsor V LLC, a Cayman Islands limited liability company (“Sponsor”), the Persons set forth on Schedule 1 hereto (the “Sponsor Key Holders”) and certain stockholders of Social Finance, Inc., a Delaware corporation (“SoFi”) set forth on Schedule 2 hereto (such stockholders, the “SoFi Holders”). The Sponsor, the Sponsor Key Holders, the SoFi Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 7, 2021, by and between Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company (“IPOE”), and the undersigned subscriber (the “Investor”).
AMENDED AND RESTATED SERIES 1 PREFERRED STOCK INVESTORS’ AGREEMENTSeries 1 Preferred Stock Investors’ Agreement • January 12th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
THIS AMENDED AND RESTATED SERIES 1 PREFERRED STOCK INVESTORS’ AGREEMENT (this “Agreement”) is made and entered into as of January 7, 2021, by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (the “Company”), and the investors listed on Schedule 1 hereto (each of which is referred to herein as an “Investor”), who as of the date hereof are the holders of SoFi Series 1 Preferred Stock and who immediately following the Effective Time will be the holders of Series 1 Preferred Stock. This Agreement shall become effective only as of the Effective Time, except for Section 3.6, which shall have effect (and shall replace Section 3.6 of the SoFi Series 1 Preferred Stock Investors’ Agreement) as of the date hereof.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 17th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between SoFi Technologies, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and each of SCH Sponsor V LLC, a Cayman Islands limited liability company (“Sponsor”), the Persons set forth on Schedule 1 hereto (the “Sponsor Key Holders”) and certain stockholders of Social Finance, Inc., a Delaware corporation (“SoFi”) set forth on Schedule 2 hereto (such stockholders, the “SoFi Holders”). The Sponsor, the Sponsor Key Holders, the SoFi Holders and any Person who hereafter becomes a party to this Agreement pursuant to Section 2 are referred to herein, individually, as a “Holder” and, collectively, as the “Holders.”
STADIUM COMPLEX CORNERSTONE NAMING RIGHTS AND SPONSORSHIP AGREEMENT by and between STADCO LA, LLC and SOCIAL FINANCE, INC. September 14, 2019Rights and Sponsorship Agreement • June 14th, 2021 • SoFi Technologies, Inc. • Finance services • California
This Stadium Complex Cornerstone Naming Rights and Sponsorship Agreement (this “Agreement”) is made and entered into as of September 14, 2019 (the “Effective Date”) by and between (i) Social Finance, Inc., a Delaware corporation (“Naming Rights Partner”), and (ii) Stadco LA, LLC, a Delaware limited liability company (“StadCo”). Naming Rights Partner and StadCo are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
OFFICE LEASE ONE TEHAMA a Delaware limited liability company, as Landlord, and SOCIAL FINANCE, INC., a Delaware corporation, as Tenant.Office Lease • June 14th, 2021 • SoFi Technologies, Inc. • Finance services • California
Page ARTICLE 1 PREMISES, BUILDING, PROJECT, AND COMMON AREAS 5 ARTICLE 2 LEASE TERM 6 ARTICLE 3 BASE RENT 12 ARTICLE 4 ADDITIONAL RENT 13 ARTICLE 5 USE OF PREMISES 23 ARTICLE 6 SERVICES AND UTILITIES 25 ARTICLE 7 REPAIRS 29 ARTICLE 8 ADDITIONS AND ALTERATIONS 30 ARTICLE 9 COVENANT AGAINST LIENS 36 ARTICLE 10 TENANT'S INDEMNITY AND INSURANCE 36 ARTICLE 11 DAMAGE AND DESTRUCTION 43 ARTICLE 12 NONWAIVER 46 ARTICLE 13 CONDEMNATION 46 ARTICLE 14 ASSIGNMENT AND SUBLETTING 47 ARTICLE 15 SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 53 ARTICLE 16 HOLDING OVER 54 ARTICLE 17 CERTIFICATES 54 ARTICLE 18 MORTGAGE OR GROUND LEASE 55 ARTICLE 19 DEFAULTS; REMEDIES 57 ARTICLE 20 COVENANT OF QUIET ENJOYMENT 61 ARTICLE 21 LETTER OF CREDIT 61 ARTICLE 22 INTENTIONALLY OMITTED 66 ARTICLE 23 SIGNS 66 ARTICLE 24 COMPLIANCE WITH LAW 68 ARTICLE 25 LATE CHARGES 69 ARTICLE 26 LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 70 ARTICLE 27 ENTRY BY LANDLORD 70 ARTICLE 28 NOTICES 71 ARTICLE 29 M
FIRST AMENDMENT TO OFFICE LEASEOffice Lease • June 14th, 2021 • SoFi Technologies, Inc. • Finance services
This FIRST AMENDMENT TO OFFICE LEASE (the "First Amendment") is made and entered into as of the 28th day of March, 2019, by and between 246 FIRST STREET (SF) OWNER, LLC, a Delaware limited liability company ("Landlord"), and SOCIAL FINANCE, INC., a Delaware corporation ("Tenant").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG SOCIAL FINANCE, INC., SFI ACQUISITION CO., INC., SFI FINANCIAL TECHNOLOGIES LLC, GALILEO FINANCIAL TECHNOLOGIES, INC. and SHAREHOLDER REPRESENTATIVE SERVICES LLC as the STOCKHOLDERS’...Agreement and Plan of Merger and Reorganization • June 14th, 2021 • SoFi Technologies, Inc. • Finance services • Delaware
This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”), dated as of April 6, 2020, by and among Social Finance, Inc., a Delaware corporation (“Parent”), SFI Acquisition Co., Inc., a Delaware corporation and direct subsidiary of Parent (“Merger Sub”), SFI Financial Technologies LLC, a Delaware limited liability company and direct subsidiary of Parent (“Merger Sub II”), Galileo Financial Technologies, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company (“SRS”), solely in its capacity as the representative, agent and attorney-in-fact of the Equityholders (the “Stockholders’ Representative”).
First Amendment To Agreement and Plan of MergerAgreement and Plan of Merger • March 16th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
This First Amendment to Agreement and Plan of Merger (this “Amendment”), dated as of March 16, 2021, is made by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (“Acquiror”), Plutus Merger Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Social Finance, Inc. a Delaware corporation (the “Company”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Agreement and Plan of Merger, dated as of January 7, 2021, by and among the Parties (the “Agreement”).
First Amendment To Sponsor Support AgreementSponsor Support Agreement • March 16th, 2021 • Social Capital Hedosophia Holdings Corp. V • Functions related to depository banking, nec • Delaware
This First Amendment to Sponsor Support Agreement (this “Amendment”), dated as of March 16, 2021, is made by and among Social Capital Hedosophia Holdings Corp. V, a Cayman Islands exempted company limited by shares (“Acquiror”), SCH Sponsor V LLC, a Cayman Islands limited company (“Sponsor Holdco”), and Social Finance, Inc., a Delaware corporation (the “Company”) (each, a “Party”, and collectively, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the Sponsor Support Agreement, dated as of January 7, 2021, by and among the Parties and the Persons set forth on Schedule I thereto (the “Agreement”).
