Blend Labs, Inc. Sample Contracts

BLEND LABS, INC. INDEMNIFICATION AGREEMENT
Indemnification Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Blend Labs, Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and [insert name] (“Indemnitee”).

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Blend Labs, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • New York

Blend Labs, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [●] additional shares (the “Optional Shares”) of common stock, par value $0.00001 per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

CREDIT AGREEMENT dated as of June 30, 2021 among BLEND LABS, INC, as Borrower, THE GUARANTORS FROM TIME TO TIME PARTY HERETO, THE LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK TECHNOLOGY FINANCE CORP., as Administrative Agent and Collateral Agent...
Credit Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware

This CREDIT AGREEMENT (this “Agreement”), dated as of June 30, 2021, is made among Blend Labs, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) from time to time party hereto, the Lenders from time to time party hereto and Owl Rock Technology Finance Corp. (“Owl Rock”), as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), OR Tech Lending LLC, OR Lending LLC and ORO BL LLC, as Co-Syndication Agents (together with each other Lender that is an Affiliate of Owl Rock that signs this Agreement, each a “Co-Syndication Agent”, and collectively, the “Co-Syndication Agents”) and Owl Rock Technology Advisors LLC, as Lead Arranger (“Lea

BLEND LABS, INC. CHANGE IN CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • November 7th, 2023 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This Change in Control Severance Agreement (the “Agreement”) is made between Blend Labs, Inc. (the “Company”) and (the “Executive”), effective as of (the “Effective Date”).

EQUITY EXCHANGE RIGHT AGREEMENT
Equity Exchange Right Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS EQUITY EXCHANGE RIGHT AGREEMENT (this “Agreement”) is made and entered into as of July , 2021, by and between Blend Labs Inc., a Delaware corporation (the “Company”), and Nima Ghamsari (the “Executive”).

BLEND LABS, INC. March 29, 2021
Blend Labs, Inc. • June 21st, 2021 • Services-computer programming, data processing, etc.

The purpose of this letter agreement is to document the compensation you will receive for your next two years of service as a member of the Board of Directors (the “Board”) of Blend Labs, Inc. (“Blend” or the “Company”). We appreciate your valuable contributions as a member of the Board and look forward to continuing to work with you.

June 29, 2021 CONFIDENTIAL Marc Greenberg Re: Confirmatory Employment Letter Dear Marc Greenberg:
Letter Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement (the “Agreement”) is entered into between Marc Greenberg (“you”) and Blend Labs, Inc. (the “Company”) effective as of June 29, 2021 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

STOCK PURCHASE AGREEMENT by and among TITLE365 HOLDING CO., XOME HOLDINGS LLC, BLEND LABS, INC. and solely for the purposes of Section 4.02, Section 4.04, Section 6.06, Section 6.11 and Section 11.13 of this Agreement, MR. COOPER GROUP INC. Dated as...
Stock Purchase Agreement • June 21st, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 12, 2021, by and among Title365 Holding Co., a California corporation (the “Company”), Xome Holdings LLC., a Delaware limited liability company (the “Seller”), Blend Labs, Inc., a Delaware corporation (the “Buyer”) and, solely for purposes of Section 4.02, Section 4.04, Section 6.06, Section 6.11 and Section 11.13 of this Agreement, Mr. Cooper Group Inc., a Delaware corporation (“Parent”). Unless otherwise provided, capitalized terms used herein are defined in Article 1 below.

BLEND LABS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT JANUARY 11, 2021
Investors’ Rights Agreement • June 21st, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 11 day of January, 2021, by and among BLEND LABS, INC., a Delaware corporation (the “Company”), and the investors listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively as the “Investors”.

BLEND LABS, INC. SERIES D-1 PREFERRED STOCK WARRANT
Blend Labs, Inc. • July 6th, 2021 • Services-computer programming, data processing, etc. • Delaware

THIS CERTIFIES THAT, for value received, Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV VII, L.P. (each, a “Holder” or “Fifth Wall”, and collectively, the “Holders”), are entitled to subscribe for and purchase at the Exercise Price (defined below) from Blend Labs, Inc., a Delaware corporation, at the address set forth on the signature page hereto (the “Company”) up to a number of shares of the Series D-1 Preferred Stock of the Company (the “Preferred Stock”) set forth below. Unless adjusted by the terms of this Warrant, the maximum number of shares of Preferred Stock that Holders may purchase, in the aggregate, by exercising this Warrant is equal to 3,809,758 (the “Maximum Number of Shares”). This Warrant is one of five warrants originally issued by the Company on the Date of Issuance, Warrant No. PD-1, Warrant No. PD-2, Warrant No. PD1-1, Warrant No. PD1-2 and Warrant No. PD-3 each originally issued to, Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV VII, L.P. (collective

Transition Agreement and General Release
Transition Agreement • March 16th, 2023 • Blend Labs, Inc. • Services-computer programming, data processing, etc.

This Transition Agreement and Release (the “Agreement”) sets forth the agreement between you and Blend Labs, Inc., Blend Insurance Agency, Inc., Blend Title Insurance Agency, Inc., Blend Operations, Inc. Blend Brokerage, Inc. dba Blend Realty, and Title365 Company (collectively, the “Company”) regarding your employment and the end of your employment with the Company. In consideration of the mutual covenants and promises contained in this Agreement, you and the Company hereby agree as follows:

BLEND LABS, INC. SERIES G PREFERRED STOCK WARRANT
Blend Labs, Inc. • July 6th, 2021 • Services-computer programming, data processing, etc. • New York

THIS CERTIFIES THAT, for value received, OR Lending LLC, OR Tech Lending LLC and OR BL LLC (collectively with certain of its affiliated funds or investment vehicles, the “Holder”), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Blend Labs, Inc., a Delaware corporation (the “Company”), at the address set forth on the signature page hereto, up to a number of shares of the Series G Preferred Stock of the Company (the “Preferred Stock”) set forth below. This Warrant is issued under, and reflective of the 3:1 reverse stock split effected pursuant to, the Amended and Restated Certificate of Incorporation of the Company effective on and filed with the Secretary of State of Delaware July 2, 2021.

EXCHANGE AGREEMENT
Exchange Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July , 2021, by and between Blend Labs Inc., a Delaware corporation (the “Company”), and stockholders of the Company listed on Schedule A hereto (collectively, “Exchange Stockholders”).

BLEND LABS, INC. STAND-ALONE STOCK OPTION AGREEMENT
Stock Option Agreement • August 24th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware
STOCKHOLDERS AGREEMENT OF TITLE365 HOLDING CO.
Stockholders Agreement • March 14th, 2024 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of June 30, 2021, is entered into by and among Title365 Holding Co., a California corporation (the “Company”), Blend Labs, Inc., a Delaware corporation (“Blend”), and Xome Holdings LLC., a Delaware limited liability company (“Mr. Cooper”).

BLEND LABS, INC. STAND-ALONE STOCK OPTION AGREEMENT
Stand-Alone Stock Option Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • Delaware
July 1, 2021 CONFIDENTIAL Tim Mayopoulos Re: Confirmatory Employment Letter Dear Tim Mayopoulos:
Letter Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement (the “Agreement”) is entered into between Tim Mayopoulos (“you”) and Blend Labs, Inc. (the “Company”) effective as of July 1, 2021 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. This Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

July 1, 2021 CONFIDENTIAL Nima Ghamsari Re: Confirmatory Employment Letter Dear Nima Ghamsari:
Letter Agreement • July 6th, 2021 • Blend Labs, Inc. • Services-computer programming, data processing, etc. • California

This letter agreement (the “Agreement”) is entered into between Nima Ghamsari (“you”) and Blend Labs, Inc. (the “Company”) effective as of July 1, 2021 (the “Effective Date”), to confirm the terms and conditions of your employment with the Company as of the Effective Date. Except as provided herein, this Agreement supersedes and replaces any and all employment terms, compensation, or benefits you may have had or to which you may have been entitled prior to the Effective Date.

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