Exhibit 10.1


 





October 18, 2021


 


Social Capital Hedosophia Holdings Corp. IV


317 University Ave, Suite 200


Palo Alto, CA 94301


 


 


Re:     Director Appointment


 


Ms. Leary:


 


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. IV,
a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering
(the “Public Offering”) of 46,000,000 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.


 


For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned (the “Insider”) hereby agrees with the Company
as follows:


 


1.                 
The Insider agrees that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such
proposed Business Combination, the Insider shall (i) vote any Shares owned by the Insider in favor of any proposed Business Combination
(including any proposals recommended by the Company’s Board of Directors in connection with such Business Combination) and (ii) not
redeem any Shares owned by the Insider in connection with such shareholder approval.


 


2.                  The
Insider hereby agrees with the Company that in the event that the Company fails to consummate a Business Combination within 24
months from the closing of the Public Offering, or such later period approved by the Company’s shareholders in accordance with
the Company’s amended and restated memorandum and articles of association, as they may be amended from time to time, the
Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Ordinary Shares sold as
part of the Units in the Public Offering (the “Offering Shares”), at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay
dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding
Offering Shares, which redemption will completely extinguish all Public Shareholders’ rights as shareholders (including the
right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and
dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and
the requirements of other applicable law. The Insider agrees to not propose any amendment to the Company’s amended and
restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the
Company does not complete its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with
respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the
Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at
a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which
interest shall be net of taxes payable), divided by the number of then issued and outstanding Offering Shares.


 






     


     


    

 


The Insider acknowledges that the Insider has no
right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to any Founder Shares held by the Insider. The Insider hereby further waives, with respect
to any Shares held by the Insider, if any, any redemption rights the Insider may have in connection with (x) the consummation of a Business
Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination
or in the context of a tender offer made by the Company to purchase Ordinary Shares and (y) a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association (i) to modify the substance or timing of the Company’s obligation to
allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Offering Shares if the Company
does not complete its initial Business Combination within 24 months from the closing of the Public Offering, or (ii) with respect to any
other provision relating to shareholders’ rights or pre-initial Business Combination activity (although the Insider shall be entitled
to redemption and liquidation rights with respect to any Offering Shares the Insider holds if the Company fails to consummate a Business
Combination within 24 months from the date of the closing of the Public Offering).


 


3.                 
[Reserved.]


 


4.                 
[Reserved.]


 


5.                 
[Reserved.]


 


6.                 
The Insider hereby agrees and acknowledges that: (i) the underwriter party to the Underwriting Agreement related to the Company’s
initial public offering, dated October 8, 2020, between the Company and Credit Suisse Securities (USA) LLC, as representative of the underwriter,
and the Company would be irreparably injured in the event of a breach by the Insider of the Insider’s obligations under paragraphs
1, 2, 7(a), 7(b), and 9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the
event of such breach.


 






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7.                 (a) The Insider agrees that the Insider shall not Transfer (as defined below) any Founder Shares (or Ordinary Shares issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination and
(B) subsequent to the Business Combination, (x) if the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share
(as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or
(y) the date following the completion of the Company’s initial Business Combination on which the Company completes a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the
right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b)              
The Insider agrees that the Insider shall not Transfer any Private Placement Warrants (or Ordinary Shares issued or issuable upon
the exercise or conversion of the Private Placement Warrants), until 30 days after the completion of a Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).


 


(c)              
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), transfers of the Founder Shares, Private Placement Warrants
and Ordinary Shares issued or issuable upon the exercise or conversion of the Private Placement Warrants or the Founder Shares, are permitted
(a) to the Company’s directors or officers, any affiliates or family members of the Company’s directors or officers,
SCH Sponsor IV LLC, a Cayman Islands limited liability company (the “Sponsor”), any members of the Sponsor or
any affiliates of the Sponsor; (b) in the case of an individual, by gift to a member of the individual’s immediate family,
or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a
charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in
connection with the consummation of the Company’s Business Combination at prices no greater than the price at which the securities
were originally purchased; (f) in the event of the Company’s liquidation prior to the Company’s completion of an initial
Business Combination; (g) in the case of an entity, by virtue of the laws of its jurisdiction or its organizational documents or
operating agreement; and (h) in the event of the Company’s completion of a liquidation, merger, share exchange, reorganization
or other similar transaction which results in all of the Company’s shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; provided, however,
that, in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions in this Agreement.


 


8.                 The
Insider represents and warrants that the Insider has never been suspended or expelled from membership in any securities or
commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. The
Insider’s biographical information furnished to the Company, if any, is true and accurate in all respects and does not omit
any material information with respect to the Insider’s background. The Insider’s questionnaire furnished to the Company,
if any, is true and accurate in all respects. The Insider represents and warrants that: the Insider is not subject to or a
respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any
act or practice relating to the offering of securities in any jurisdiction; the Insider has never been convicted of, or pleaded
guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction or handling of funds of another person, or
(iii) pertaining to any dealings in any securities and the Insider is not currently a defendant in any such criminal proceeding.


 






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9.               
Except as disclosed in, or as expressly contemplated by, the Prospectus, the Insider shall not receive from the Company any finder’s
fee, reimbursement, consulting fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with
any services rendered in order to effectuate the consummation of the Company’s initial Business Combination (regardless of the type
of transaction that it is).


 


10.             
The Insider has full right and power, without violating any agreement to which the Insider is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and to serve
as a director on the board of directors of the Company and hereby consents to being named in public filings of the Company as a director
of the Company.


 


11.             
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean the
11,500,000 Class B Ordinary Shares, par value $0.0001 per share, issued and outstanding immediately prior to the consummation of
the Public Offering; (iv) “Private Placement Warrants” shall mean the Warrants to purchase an aggregate of
5,000,000 Ordinary Shares of the Company that the Sponsor has agreed to purchase for an aggregate purchase price of $10,000,000, or $2.00
per Warrant, in a private placement that occurred simultaneously with the consummation of the Public Offering; (v) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vi)
 “Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering were
deposited; and (vii) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder, (b) entry into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery
of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause
(a) or (b).


 


12.              This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the
extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be
changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a
written instrument executed by the parties hereto.


 






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13.             
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior
written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not
operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Insider and
the Insider’s respective successors, heirs and assigns and permitted transferees.


 


14.             
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such
courts represent an inconvenient forum.


 


15.             
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand
delivery or facsimile or other electronic transmission.


 


16.             
Each party hereto shall not be liable for any breaches or misrepresentations contained in this Letter Agreement by any other party
to this Letter Agreement, and no party shall be liable or responsible for the obligations of another party, including, without limitation,
indemnification obligations and notice obligations.


 


17.             
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods and (ii) the liquidation
of the Company.


 


18.             
This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


[Signature page follows]


 






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	 	Sincerely,
	 	/s/
    Sarah C. Leary
	 	Sarah
    C. Leary




 


	Acknowledged and Agreed:	 
	 	 
	SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. IV	 
	 	 
	By:	/s/ Chamath Palihapitiya	 
	 	Name:	 Chamath Palihapitiya	 
	 	Title:	Chief Executive Officer	 




 


[Signature Page to Letter Agreement]