Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, this Subscription
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of the date hereof (as may be amended,
supplemented or otherwise modified from time to time, the “Transaction
Agreement”), by and among IPOE, Social Finance, Inc., a Delaware corporation (the “Company”),
Plutus Merger Sub Inc., a Delaware corporation (“Plutus
Merger Sub”), and the other parties thereto, pursuant to which, among other things, Plutus Merger Sub will merge
with and into the Company, with the Company as the surviving company in the merger and, after giving effect to such merger, becoming
a wholly owned subsidiary of IPOE, and IPOE will change its name to “SoFi Technologies, Inc.”, on the terms and subject
to the conditions therein (the “Transaction”);


 


WHEREAS, prior to the
closing of the Transaction (and as more fully described in the Transaction Agreement), IPOE will domesticate as a Delaware corporation
in accordance with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands
Companies Law (2020 Revision) (the “Domestication”);


 


WHEREAS, in connection
with the Transaction, IPOE is seeking commitments from interested investors to purchase, following the Domestication and prior
to the closing of the Transaction, shares of IPOE’s Class A ordinary shares, par value $0.001 per share, as such shares will
exist as common stock following the Domestication (the “Shares”),
in a private placement for a purchase price of $10.00 per share (the “Per Share Subscription Price”);


 


WHEREAS, the aggregate
purchase price to be paid by the Investor for the subscribed Shares (as set forth on the signature page hereto) is referred to
herein as the “Subscription Amount;”
and


 


WHEREAS, substantially
concurrently with the execution of this Subscription Agreement, IPOE is entering into: (a) separate subscription agreements with
certain other investors that are existing directors, officers or equityholders of IPOE, SCH Sponsor V LLC, a Cayman Islands limited
liability company and/or their respective affiliates with an aggregate purchase price of $275,000,000 (collectively, the “Insider
PIPE Investors” and, such investment, the “Insider PIPE Investment”); and (b) separate subscription
agreements (collectively, the “Other Subscription Agreements”) with certain investors (other than the Insider
PIPE Investors) with an aggregate purchase price of $950,000,000 (inclusive of the Subscription Amount) (together with the Insider
PIPE Investment, the “PIPE Investment”).


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth
herein, and intending to be legally bound hereby, each of the Investor and IPOE acknowledges and agrees as follows:


 


1.             Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from IPOE the number of Shares
set forth on the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein.
The Investor acknowledges and agrees that, as a result of the Domestication, the Shares that will be issued pursuant hereto shall
be shares of common stock in a Delaware corporation (and not shares in a Cayman Islands exempted company).


 


2.             Closing.
The closing of the sale of the Shares contemplated hereby (the “Closing”)
shall occur on a closing date (the “Closing
Date”) specified in the Closing Notice (as defined below), and be conditioned upon the substantially
concurrent consummation of the Transaction (the closing date of the Transaction, the “Transaction Closing
Date”). Upon delivery of written notice from (or on behalf of) IPOE to the Investor (the “Closing
Notice”), that IPOE reasonably expects all conditions to the closing of the Transaction to be satisfied or
waived on an expected Transaction Closing Date that is not less than five (5) business days from the date on which the
Closing Notice is delivered to the Investor, the Investor shall deliver the Subscription Amount three (3) business days prior
to the expected Closing Date by wire transfer of United States dollars in immediately available funds to the account(s)
specified by IPOE in the Closing Notice. On the Closing Date, IPOE shall issue the Shares to the Investor and subsequently
cause the Shares to be registered in book entry form in the name of the Investor on IPOE’s share register. For purposes
of this Subscription Agreement, “business
day” shall mean a day, other than a Saturday, Sunday or other day on which commercial banks in New York, New
York or governmental authorities in the Cayman Islands (for so long as IPOE remains domiciled in Cayman Islands) are
authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to IPOE a duly completed and
executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the Transaction Closing Date does not occur
within two (2) business days after the Closing Date under this Subscription Agreement, the Subscription Amount will promptly
(but not later than two (2) business days thereafter) be returned to the Investor by wire transfer of U.S. dollars in
immediately available funds to the account specified by the Investor, and any book-entries for the Shares shall be deemed
repurchased and cancelled; provided that, unless this Subscription Agreement has been terminated pursuant to Section
8 hereof, such return of funds shall not terminate this Subscription Agreement or relieve the Investor of its obligation
to purchase the Shares at the Closing.


 






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3.             Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Shares pursuant
to this Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order
enjoining or prohibiting the issuance and sale of the Shares under this Subscription Agreement; (b) the terms of the Transaction
Agreement (including the conditions thereto) shall not have been amended or waived in a manner that is materially adverse to the
Investor (in its capacity as such); and (c)(i) solely with respect to the Investor’s obligation to close, the representations
and warranties made by IPOE, and (ii) solely with respect to the IPOE’s obligation to close, the representations and warranties
made by the Investor, in each case, in this Subscription Agreement shall be true and correct in all material respects as of the
Closing Date other than (x) those representations and warranties qualified by materiality, Material Adverse Effect or similar qualification,
which shall be true and correct in all respects as of the Closing Date and (y) those representations and warranties expressly made
as of an earlier date, which shall be true and correct in all material respects (or, if qualified by materiality, Material Adverse
Effect or similar qualification, all respects) as of such date, in each case without giving effect to the consummation of the Transactions.


 


4.             Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take
such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription
as contemplated by this Subscription Agreement.


 


5.             IPOE Representations and Warranties. IPOE represents and warrants to the Investor, as of the date hereof and as of
the Closing Date:


 


(a)                
IPOE is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands
(to the extent such concept exists in such jurisdiction). IPOE has all power (corporate or otherwise) and authority to own, lease
and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations
under this Subscription Agreement. As of the Closing Date, following the Domestication, IPOE will be duly incorporated, validly
existing as a corporation and in good standing under the laws of the State of Delaware.


 


(b)               
As of the Closing Date, the Shares will be duly authorized and, when issued and delivered to the Investor against full payment
therefor in accordance with the terms of this Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under IPOE’s organizational
documents (as in effect at such time of issuance) or under the Delaware General Corporation Law or laws of the Cayman Islands,
as the case may be.


 


(c)                
This Subscription Agreement has been duly authorized, executed and delivered by IPOE and, assuming that this Subscription
Agreement constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against IPOE
in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, or (ii) principles of
equity, whether considered at law or equity.


 






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(d)               
 The issuance and sale by IPOE of the Shares pursuant to this Subscription Agreement will not conflict with or result in
a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition
of any lien, charge or encumbrance upon any of the property or assets of IPOE or any of its subsidiaries pursuant to the terms
of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which IPOE
or any of its subsidiaries is a party or by which IPOE or any of its subsidiaries is bound or to which any of the property or assets
of IPOE is subject that would reasonably be expected to have a material adverse effect on the business, financial condition or
results of operations of IPOE and its subsidiaries, taken as a whole (a “Material
Adverse Effect”), or materially affect the validity of the Shares or the legal authority of IPOE to comply in
all material respects with its obligations under this Subscription Agreement; (ii) result in any violation of the provisions
of the organizational documents of IPOE; or (iii) result in any violation of any statute or any judgment, order, rule or regulation
of any court or governmental agency or body, domestic or foreign, having jurisdiction over IPOE or any of its properties that would
reasonably be expected to have a Material Adverse Effect or materially affect the validity of the Shares or the legal authority
of IPOE to comply in all material respects with its obligations under this Subscription Agreement.


 


(e)                
As of their respective filing dates, all reports required to be filed by IPOE with the U.S. Securities and Exchange Commission
(the “SEC”) since October 14, 2020 (the “SEC Reports”) complied in all material respects
with the applicable requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
the rules and regulations of the SEC promulgated thereunder. None of the SEC Reports filed under the Exchange Act included, when
filed or, if amended, as of the date of such amendment with respect to those disclosures that are amended, any untrue statement
of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, that IPOE makes no such representation or warranty with respect to any registration
statement or any proxy statement/prospectus to be filed by IPOE with respect to the Transaction or any other information relating
to the Company or any of its affiliates included in any SEC Report or filed as an exhibit thereto. IPOE has timely filed with the
SEC each SEC Report that IPOE was required to file with the SEC. As of the date hereof, there are no material outstanding or unresolved
comments in comment letters received by IPOE from the staff of the Division of Corporation Finance of the SEC with respect to any
of the SEC Reports.


 


(f)                 
IPOE is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or
registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other
person in connection with the issuance of the Shares pursuant to this Subscription Agreement, other than (i)  filings with
the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 12
of this Subscription Agreement; (iv) those required by the New York Stock Exchange or Nasdaq, including with respect to obtaining
approval of IPOE’s stockholders, and (v) the failure of which to obtain would not be reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect.


 


(g)               
As of the date hereof, IPOE has not received any written communication from a governmental authority that alleges that IPOE
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(h)               
Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription
Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required
for the offer and sale of the Shares by IPOE to the Investor.


 


(i)                 
Neither IPOE nor any person acting on its behalf has offered or sold the Shares by any form of general solicitation or general
advertising in violation of the Securities Act.


 


(j)                  As
of the date hereof, the issued and outstanding Class A ordinary shares of IPOE are registered pursuant to Section 12(b) of
the Exchange Act and are listed for trading on the NYSE. Following the Domestication, the Shares are expected to be
registered under the Exchange Act and to be listed for trading on the NYSE. There is no suit, action, proceeding or
investigation pending or, to the knowledge of IPOE, threatened against IPOE by the NYSE or the SEC with respect to any
intention by such entity to deregister the Shares or prohibit or terminate the listing of the Shares on the NYSE, excluding,
for the purposes of clarity, the customary ongoing review by NYSE in connection with the Transaction and any action in
connection with the pre-Domestication Class A ordinary shares of IPOE in connection with the Domestication. IPOE has taken no
action that is designed to terminate the registration of the Shares under the Exchange Act prior to the Closing.


 






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(k)               
IPOE is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Shares other
than to the Placement Agents (as defined below).


 


(l)                 
The Other Subscription Agreements reflect the same Per Share Subscription Price and other terms with respect to the purchase
of the Shares that are no more favorable to such subscriber thereunder than the terms of this Subscription Agreement, other than
terms particular to the regulatory requirements of such subscriber or its affiliates or related funds. For the avoidance of doubt,
this Section 5(l) shall not apply to any document entered into in connection with the Insider PIPE Investment; provided,
however, that such Insider PIPE Investment shall be with respect to the same class of common stock being acquired by the
Investor hereunder and at the same Per Share Subscription Price.


 


(m)              
IPOE acknowledges and agrees that, notwithstanding anything herein to the contrary, the Shares may be pledged by Investor
in connection with a bona fide margin agreement, which shall not be deemed to be a transfer, sale or assignment of the Shares hereunder,
and Investor effecting a pledge of Shares shall not be required to provide IPOE with any notice thereof or otherwise make any delivery
to IPOE pursuant to this Agreement. IPOE hereby agrees to execute and deliver such documentation as a pledgee of the Shares may
reasonably request in connection with a pledge of the Shares to such pledgee by Investor.


 


6.             Investor Representations and Warranties. The Investor represents and warrants to IPOE, as of the date hereof and
as of the Closing Date:


 


(a)                
The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the
Securities Act), in each case, satisfying the applicable requirements set forth on Schedule A, (ii) is acquiring
the Shares only for its own account and not for the account of others, or if the Investor is subscribing for the Shares as a fiduciary
or agent for one or more investor accounts, the Investor has full investment discretion with respect to each such account, and
the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each
such account, and (iii) is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution
thereof in violation of the Securities Act (and shall provide the requested information set forth on Schedule A). The
Investor is not an entity formed for the specific purpose of acquiring the Shares and is an “institutional account”
as defined by FINRA Rule 4512(c).


 


(b)               
The Investor acknowledges and agrees that the Shares are being offered in a transaction not involving any public offering
within the meaning of the Securities Act, that the Shares have not been registered under the Securities Act and that IPOE is not
required to register the Shares except as set forth in Section 7 of this Subscription Agreement. The Investor acknowledges
and agrees that the Shares may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor absent an
effective registration statement under the Securities Act except (i) to IPOE or a subsidiary thereof, (ii) to non-U.S.
persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities
Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and, in each
case, in accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions,
and that any certificates or book entries representing the Shares shall contain a restrictive legend to such effect. The Investor
acknowledges and agrees that the Shares will be subject to these securities law transfer restrictions and, as a result of these
transfer restrictions, the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Shares
and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Investor acknowledges
and agrees that the Shares will not immediately be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144
promulgated under the Securities Act, and that the provisions of Rule 144(i) will apply to the Shares. The Investor acknowledges
and agrees that it has been advised to consult legal, tax and accounting prior to making any offer, resale, transfer, pledge or
disposition of any of the Shares.


 


(c)                 The
Investor acknowledges and agrees that the Investor is purchasing the Shares from IPOE. The Investor further acknowledges that
there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of IPOE, the
Company, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives
of any of the foregoing or any other person or entity, expressly or by implication, other than those representations,
warranties, covenants and agreements of IPOE expressly set forth in Section 5 of this Subscription Agreement.


 






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(d)               
The Investor acknowledges and agrees that the Investor has received such information as the Investor deems necessary in
order to make an investment decision with respect to the Shares, including, with respect to IPOE, the Transaction and the business
of the Company and its subsidiaries. Without limiting the generality of the foregoing, the Investor acknowledges that it has reviewed
IPOE’s filings with the SEC. The Investor acknowledges and agrees that the Investor and the Investor’s professional
advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as the
Investor and such Investor’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Shares.


 


(e)                
The Investor became aware of this offering of the Shares solely by means of direct contact between the Investor and IPOE,
the Company or a representative of IPOE or the Company, and the Shares were offered to the Investor solely by direct contact between
the Investor and IPOE, the Company or a representative of IPOE or the Company. The Investor did not become aware of this offering
of the Shares, nor were the Shares offered to the Investor, by any other means. The Investor acknowledges that the Shares (i) were
not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving
a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. The Investor acknowledges
that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, firm or corporation
(including, without limitation, IPOE, the Company, the Placement Agents, any of their respective affiliates or any control persons,
officers, directors, employees, agents or representatives of any of the foregoing), other than the representations and warranties
of IPOE contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest in IPOE.


 


(f)                 
The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Shares, including those set forth in IPOE’s filings with the SEC. The Investor has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Investor has sought
such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor
acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise as a result of the
transactions contemplated by this Subscription Agreement, and that neither IPOE nor the Company has provided any tax advice or
any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription Agreement.


 


(g)               
Alone, or together with any professional advisor(s), the Investor has adequately analyzed and fully considered the risks
of an investment in the Shares and determined that the Shares are a suitable investment for the Investor and that the Investor
is able at this time and in the foreseeable future to bear the economic risk of a total loss of the Investor’s investment
in IPOE. The Investor acknowledges specifically that a possibility of total loss exists.


 


(h)               
In making its decision to purchase the Shares, the Investor has relied solely upon independent investigation made by the
Investor and the representations and warranties of IPOE in Section 5. Without limiting the generality of the foregoing,
the Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their
respective affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing
concerning IPOE, the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated
hereby or thereby, the Shares or the offer and sale of the Shares.


 


(i)                 
The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering
of the Shares or made any findings or determination as to the fairness of this investment.


 






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(j)                 
 The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its
jurisdiction of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this
Subscription Agreement.


 


(k)               
The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor,
have been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or
regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to
which the Investor is a party or by which the Investor is bound, and will not violate any provisions of the Investor’s organizational
documents, including, without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating
agreement, as may be applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has
legal competence and capacity to execute the same or the signatory has been duly authorized to execute the same, and, assuming
that this Subscription Agreement constitutes the valid and binding agreement of IPOE, this Subscription Agreement constitutes a
legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms except as may
be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other
laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law
or equity.


 


(l)                 
Neither the Investor nor any of its officers, directors, managers, managing members, general partners or any other person
acting in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals
and Blocked Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar
list of sanctioned persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”),
or any similar list of sanctioned persons administered by the European Union or any individual European Union member state, including
the United Kingdom (collectively, “Sanctions
Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of, one or more persons
on a Sanctions List; (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or
the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela,
the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United
States, the European Union or any individual European Union member state, including the United Kingdom; (iv) a Designated
National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank (collectively, a “Prohibited
Investor”). The Investor represents that if it is a financial institution subject to the Bank Secrecy Act (31
U.S.C. Section 5311 et seq.) (the “BSA”),
as amended by the USA PATRIOT Act of 2001 (the “PATRIOT
Act”), and its implementing regulations (collectively, the “BSA/PATRIOT
Act”), that the Investor maintains policies and procedures reasonably designed to comply with applicable obligations
under the BSA/PATRIOT Act. The Investor also represents that it maintains policies and procedures reasonably designed to ensure
compliance with sanctions administered by the United States, the European Union, or any individual European Union member state,
including the United Kingdom, to the extent applicable to it. The Investor further represents that the funds held by the Investor
and used to purchase the Shares were legally derived and were not obtained, directly or indirectly, from a Prohibited Investor.


 


(m)              
If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”),
(ii) a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”),
(iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
described in clauses (i) and (ii) (each, an “ERISA
Plan”), or (iv) an employee benefit plan that is a governmental plan (as defined in Section 3(32) of
ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA)
or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject to provisions under any other
federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (collectively,
 “Similar Laws,”
and together with ERISA Plans, “Plans”),
the Investor represents and warrants that (A) neither IPOE nor any of its affiliates has provided investment advice or has
otherwise acted as the Plan’s fiduciary, with respect to its decision to acquire and hold the Shares, and none of the parties
to the Transaction is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Investor’s
investment in the Shares; and (B) its purchase of the Shares will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law.


 






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(n)               
 No disclosure or offering document has been prepared by Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc.
and Goldman Sachs & Co. LLC (collectively, the “Placement
Agents”) or any of their respective affiliates in connection with the offer and sale of the Shares.


 


(o)               
None of the Placement Agents, nor any of their respective affiliates, nor any control persons, officers, directors, employees,
agents or representatives of any of the foregoing has made any independent investigation with respect to IPOE, the Company or its
subsidiaries or any of their respective businesses, or the Shares or the accuracy, completeness or adequacy of any information
supplied to the Investor by IPOE.


 


(p)               
In connection with the issue and purchase of the Shares, none of the Placement Agents, nor any of their respective affiliates,
has acted as the Investor’s financial advisor or fiduciary.


 


(q)               
The Investor has or has commitments to have and, when required to deliver payment to IPOE pursuant to Section 2
above, will have, sufficient funds to pay the Subscription Amount and consummate the purchase and sale of the Shares pursuant to
this Subscription Agreement.


 


(r)                 
The Investor (for itself and for each account for which such Investor is acquiring the Shares) acknowledges that such Investor
is aware that Goldman Sachs & Co. LLC is acting as one of IPOE’s Placement Agents and Goldman Sachs & Co. LLC is
acting as financial advisor to the Company in connection with the Transaction.


 


7.             Registration Rights.


 


(a)            
IPOE agrees that, within ten (10) business days following the Closing Date (such deadline, the “Filing Deadline”),
IPOE will submit to or file with the SEC a registration statement on Form S-1 or Form S-3 (if IPOE is then eligible to use a Form
S-3 shelf registration) (the “Registration
Statement”), in each case, covering the resale of the Shares acquired by the Investor pursuant to this Agreement
which are eligible for registration (determined as of two (2) business days prior to such submission or filing) (the “Registrable
Shares”) and IPOE shall use its commercially reasonable efforts to have the Registration Statement declared effective
as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or
90th calendar day if the SEC notifies IPOE that it will “review” the Registration Statement) following the Closing
and (ii) the 5th business day after the date IPOE is notified (orally or in writing, whichever is earlier) by the SEC that
the Registration Statement will not be “reviewed” or will not be subject to further review, provided, however,
that the Registration Statement shall not be required to become effective prior to the 30th calendar day following the
Closing Date (such applicable date, the “Effectiveness
Deadline”); provided, however, that IPOE’s obligations to include the Registrable Shares
in the Registration Statement are contingent upon the Investor furnishing in writing to IPOE such information regarding the Investor
or its permitted assigns, the securities of IPOE held by the Investor and the intended method of disposition of the Registrable
Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested by IPOE to effect the registration
of the Registrable Shares, and the Investor shall execute such documents in connection with such registration as IPOE may reasonably
request that are customary of a selling stockholder in similar situations, including providing that IPOE shall be entitled to postpone
and suspend the effectiveness or use of the Registration Statement, if applicable, as permitted hereunder; provided that
the Investor shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be
subject to any contractual restriction on the ability to transfer the Registrable Shares. For as long as the Investor holds Shares,
IPOE will use commercially reasonable efforts to file all reports for so long as the condition in Rule 144(c)(1) (or Rule 144(i)(2),
if applicable) is required to be satisfied, and provide all customary and reasonable cooperation, necessary to enable the undersigned
to resell the Shares pursuant to Rule 144 of the Securities Act (in each case, when Rule 144 of the Securities Act becomes available
to the Investor). Any failure by IPOE to file the Registration Statement by the Filing Deadline or to effect such Registration
Statement by the Effectiveness Deadline shall not otherwise relieve IPOE of its obligations to file or effect the Registration
Statement as set forth above in this Section 7.


 


(b)           
At its expense IPOE shall:


 


(i)                  except
for such times as IPOE is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement,
use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state
securities laws which IPOE determines to obtain, continuously effective with respect to the Investor, and to keep the
applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or
omissions, until the earlier of the following: (A) the Investor ceases to hold any Registrable Shares, (B) the date
all Registrable Shares held by the Investor may be sold without restriction under Rule 144, including without limitation, any
volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for
IPOE to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if
applicable), and (C) two (2) years from the date of effectiveness of the Registration Statement. The period of time
during which IPOE is required hereunder to keep a Registration Statement effective is referred to herein as the “Registration
Period”;


 






    D-7


     


    

 


(ii)               
during the Registration Period, advise the Investor, as expeditiously as possible:


 


(1)               
 when a Registration Statement or any amendment thereto has been filed with the SEC;


 


(2)               
  after it shall receive notice or obtain knowledge thereof, of the issuance by the SEC of any stop order suspending
the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;


 


(3)               
 of the receipt by IPOE of any notification with respect to the suspension of the qualification of the Registrable
Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and


 


(4)               
 subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making
of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading
and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case
of a prospectus, in the light of the circumstances under which they were made) not misleading.


 


Notwithstanding anything to the contrary
set forth herein, IPOE shall not, when so advising the Investor of such events, provide the Investor with any material, nonpublic
information regarding IPOE other than to the extent that providing notice to the Investor of the occurrence of the events listed
in (1) through (4) above constitutes material, nonpublic information regarding IPOE;


 


(iii)                
during the Registration Period, use its commercially reasonable efforts to obtain the withdrawal of any order suspending
the effectiveness of any Registration Statement as soon as reasonably practicable;


 


(iv)              
 during the Registration Period, upon the occurrence of any event contemplated in Section 7(b)(ii)(4) above,
except for such times as IPOE is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration
Statement, IPOE shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment
to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter
delivered to purchasers of the Registrable Shares included therein, such prospectus will not include any untrue statement of a
material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(v)               
during the Registration Period, use its commercially reasonable efforts to cause all Registrable Shares to be listed on
each securities exchange or market, if any, on which the shares of common stock issued by IPOE have been listed;


 






    D-8


     


    

 


(vi)              
 during the Registration Period, use its commercially reasonable efforts to allow the Investor to review disclosure regarding
the Investor in the Registration Statement; and


 


(vii)            
during the Registration Period, otherwise, in good faith, cooperate reasonably with, and take such customary actions as
may reasonably be requested by the Investor, consistent with the terms of this Agreement, in connection with the registration of
the Registrable Shares.


 


(c)             Notwithstanding anything to the contrary in this Subscription Agreement, IPOE shall be entitled to delay the filing or effectiveness
of, or suspend the use of, the Registration Statement if it determines that in order for the Registration Statement not to contain
a material misstatement or omission, (i) an amendment thereto would be needed to include information that would at that time not
otherwise be required in a current, quarterly, or annual report under the Exchange Act or (ii) the negotiation or consummation
of a transaction by IPOE or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event IPOE’s
board of directors reasonably believes would require additional disclosure by IPOE in the Registration Statement of material information
that IPOE has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement
would be expected, in the reasonable determination of IPOE’s board of directors to cause the Registration Statement to fail
to comply with applicable disclosure requirements (each such circumstance, a “Suspension
Event”); provided, however, that IPOE may not delay or suspend the Registration Statement on more
than three occasions or for more than ninety (90) consecutive calendar days, or more than one hundred and twenty (120) total
calendar days in each case during any twelve-month period. Upon receipt of any written notice from IPOE of the happening of any
Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration
Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made, in the
case of the prospectus) not misleading, the Investor agrees that (i) it will immediately discontinue offers and sales of the
Registrable Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144)
until the Investor receives copies of a supplemental or amended prospectus (which IPOE agrees to promptly prepare) that corrects
the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective
or unless otherwise notified by IPOE that it may resume such offers and sales, and (ii) it will maintain the confidentiality
of any information included in such written notice delivered by IPOE unless otherwise required by law or subpoena. If so directed
by IPOE, the Investor will deliver to IPOE or, in the Investor’s sole discretion destroy, all copies of the prospectus covering
the Registrable Shares in the Investor’s possession; provided, however, that this obligation to deliver or
destroy all copies of the prospectus covering the Registrable Shares shall not apply (A) to the extent the Investor is required
to retain a copy of such prospectus (1) in order to comply with applicable legal, regulatory, self-regulatory or professional
requirements or (2) in accordance with a bona fide pre-existing document retention policy or (B) to copies stored electronically
on archival servers as a result of automatic data back-up.


 


(d)               
Indemnification.


 


(i)                 
IPOE agrees to indemnify, to the extent permitted by law, the Investor (to the extent a seller under the Registration Statement),
its directors, officers, partners, managers, members, stockholders, advisers and each person who controls the Investor (within
the meaning of the Securities Act), to the extent permitted by law, against all losses, claims, damages, liabilities and reasonable
and documented out of pocket expenses (including reasonable and documented attorneys’ fees of one law firm (and one firm
of local counsel)) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus
included in any Registration Statement (“Prospectus”)
or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, in the light of the circumstances
under which they were made) not misleading, except insofar as the same are caused by or contained in any information or affidavit
so furnished in writing to IPOE by or on behalf of the Investor expressly for use therein.


 


(ii)                In
connection with any Registration Statement in which the Investor is participating, the Investor shall furnish (or cause to be
furnished) to IPOE in writing such information and affidavits as IPOE reasonably requests for use in connection with any such
Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify IPOE, its directors and officers
and each person or entity who controls IPOE (within the meaning of the Securities Act) against any losses, claims, damages,
liabilities and expenses (including, without limitation, reasonable and documented outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of material fact contained or incorporated by reference in any Registration
Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a
Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such
untrue statement or omission is contained (or not contained in, in the case of an omission) in any information or affidavit
so furnished in writing by on behalf of the Investor expressly for use therein; provided, however, that the
liability of the Investor shall be several and not joint with any other investor and shall be limited to the net proceeds
received by the Investor from the sale of Registrable Shares giving rise to such indemnification obligation.


 



    D-9


     


    

 





(iii)             
Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of
any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair
any person’s or entity’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying
party) and (B) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject
to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated
to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such
claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party
and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified
party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment
of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement includes
a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional
term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such
claim or litigation. 


 


(iv)              
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified
party and shall survive the transfer of securities. 


 


(v)                If
the indemnification provided under this Section 7(d) from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein,
then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is
appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant
equitable considerations; provided, however, that the liability of the Investor shall be limited to the net
proceeds received by such Investor from the sale of Registrable Shares giving rise to such indemnification obligation. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things,
whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact, was made by (or not made by, in the case of an omission), or relates to information
supplied by (or not supplied by, in the case of an omission), such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to
correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in Sections 7(d)(i), (ii) and (iii)
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or
proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution pursuant to this Section 7(d)(v) from any person or entity who was not guilty of
such fraudulent misrepresentation.


 






    D-10


     


    

 


(e)                
If the Shares acquired hereunder are either eligible to be sold (i) pursuant to an effective Registration Statement or (ii)
without restriction under, and without IPOE being in compliance with the current public information requirements of, Rule 144 under
the Securities Act, then at the Subscriber’s request, IPOE will reasonably cooperate with IPOE’s transfer agent, such
that any remaining restrictive legend set forth on such Shares will be removed in connection with a sale of such shares.


 


8.             Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all
rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect
thereof, upon the earliest to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with
its terms, (b) upon the mutual written agreement of each of the parties hereto (and the Company) to terminate this Subscription
Agreement, (c) if the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied
at, or are not capable of being satisfied on or prior to, the Closing and, as a result thereof, the transactions contemplated by
this Subscription Agreement will not be or are not consummated at the Closing; and (d) December 31, 20211
if the closing of the Transaction has not occurred
on or before such date; provided that nothing herein will relieve any party from liability for any willful breach
hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses,
liabilities or damages arising from any such willful breach. IPOE shall notify the Investor of the termination of the Transaction
Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance with
this Section 8, any monies paid by the Investor to IPOE in connection herewith shall be promptly (and in any event
within one business day after such termination) returned to the Investor.


 


9.             Trust Account Waiver. The Investor acknowledges that IPOE is a blank check company with the powers and privileges
to effect a merger, asset acquisition, reorganization or similar business combination involving IPOE and one or more businesses
or assets. The Investor further acknowledges that, as described in IPOE’s prospectus relating to its initial public offering
dated October 8, 2020 (the “IPO Prospectus”)
available at www.sec.gov, substantially all of IPOE’s assets consist of the cash proceeds of IPOE’s initial public
offering and private placement of its securities, and substantially all of those proceeds have been deposited in a trust account
(the “Trust Account”)
for the benefit of IPOE, its public shareholders and the underwriter of IPOE’s initial public offering. Except with respect
to interest earned on the funds held in the Trust Account that may be released to IPOE to pay its tax obligations, if any, the
cash in the Trust Account may be disbursed only for the purposes set forth in the IPO Prospectus. For and in consideration of IPOE
entering into this Subscription Agreement, the receipt and sufficiency of which are hereby acknowledged, the Investor hereby irrevocably
waives any and all right, title and interest, or any claim of any kind it has or may have in the future, in or to any monies held
in the Trust Account, and agrees not to seek recourse against the Trust Account as a result of, or arising out of, this Subscription
Agreement; provided, that nothing in this Section 9 shall be deemed to limit the Investor’s right, title, interest
or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of Class A ordinary shares of IPOE
acquired by any means other than pursuant to this Subscription Agreement.


 


10.           Miscellaneous.


 


(a)                 Neither
this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Shares acquired
hereunder, if any) may be transferred or assigned, other than an assignment to any fund or account managed by the same
investment manager as the Investor or an affiliate thereof, subject to, if such transfer or assignment is prior to the
Closing, such transferee or assignee, as applicable, executing a joinder to this Subscription Agreement or a separate
subscription agreement in substantially the same form as this Subscription Agreement, including with respect to the
Subscription Amount and other terms and conditions, provided, that, in the case of any such transfer or assignment,
the initial party to this Subscription Agreement shall remain bound by its obligations under this Subscription Agreement in
the event that the transferee or assignee, as applicable, does not comply with its obligations to consummate the purchase of
Shares contemplated hereby. Neither this Subscription Agreement nor any rights that may accrue to IPOE hereunder or any of
IPOE’s obligations may be transferred or assigned other than pursuant to the Transaction.


 





 






 


1 Note to Draft:
The drop dead date in the merger agreement is 9 months, however, because of the heavily regulated sector of the target, the parties
want additionally certainty on the PIPE given


 



    D-11


     


    

 


(b)               
IPOE may request from the Investor such additional information as IPOE may deem necessary to evaluate the eligibility of
the Investor to acquire the Shares and in connection with the inclusion of the Shares in the Registration Statement, and the Investor
shall provide such information as may reasonably be requested, to the extent readily available and to the extent consistent with
its internal policies and procedures. The Investor acknowledges that IPOE may file a copy of this Subscription Agreement with the
SEC as an exhibit to a current or periodic report or a registration statement of IPOE.


 


(c)                
The Investor acknowledges that IPOE and the Placement Agents (as third party beneficiaries with the right to enforce Section
4, Section 5, Section 6, Section 10, and Section 11 hereof on their own behalf and not, for the
avoidance of doubt, on behalf of IPOE) will rely on the acknowledgments, understandings, agreements, representations and warranties
of the Investor contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify IPOE, the
Company and the Placement Agents if any of the acknowledgments, understandings, agreements, representations and warranties of the
Investor set forth herein are no longer accurate.


 


(d)               
IPOE, the Placement Agents, the Company and the Investor are each entitled to rely upon this Subscription Agreement and
each is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative
or legal proceeding or official inquiry with respect to the matters covered hereby.


 


(e)                
All of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the
covenants and agreements made by each party hereto in this Subscription Agreement shall survive the Closing until the applicable
statute of limitations or in accordance with their respective terms, if a shorter period.


 


(f)                 
This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8
above) except by an instrument in writing, signed by each of the parties hereto and, to the extent required by the Transaction
Agreement, the Company. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other
right or power. The rights and remedies of the parties and third party beneficiaries hereunder are cumulative and are not exclusive
of any rights or remedies that they would otherwise have hereunder.


 


(g)               
This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject
matter hereof. Except as set forth in Section 7(d), Section 8(b), Section 10(c), Section 10(d)
and Section 10(f) with respect to the persons referenced therein (who shall be express third party beneficiaries of and
entitled to enforce such provisions), this Subscription Agreement shall not confer any rights or remedies upon any person other
than the parties hereto, and their respective successor and assigns.


 


(h)               
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements,
representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon,
such heirs, executors, administrators, successors, legal representatives and permitted assigns.


 






    D-12


     


    

 


(i)                 
 If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall
not in any way be affected or impaired thereby and shall continue in full force and effect.


 


(j)                 
This Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(k)               
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of
this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without
posting a bond or undertaking and without proof of damages, to enforce specifically the terms and provisions of this Subscription
Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or
otherwise.


 


(l)                 
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE court
of chancery of the state of delaware (or, to the extent such court does not have subject matter jurisdiction, the superior court
of the state of delaware, or the united states district court for the district of delaware) SOLELY IN RESPECT OF THE INTERPRETATION
AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND
IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT
OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT
OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE THEREOF MAY NOT BE APPROPRIATE OR THAT THIS
SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND THE PARTIES HERETO IRREVOCABLY AGREE
THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY SUCH A delaware
STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES AND
OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT
OR PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 10(l) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY
BE PERMITTED BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE
REQUIRED THE APPLICATION OF THE LAW OF ANY OTHER STATE.


 


(m)             
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF OR RELATING TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT. EACH PARTY CERTIFIES
AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER; (II) SUCH PARTY UNDERSTANDS
AND HAS CONSIDERED THE IMPLICATIONS OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND
(IV) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS
IN THIS SECTION 10(m).


 



    D-13


     


    




 






11.               Non-Reliance
and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any
of their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of
any of the foregoing), other than the statements, representations and warranties of IPOE expressly contained in Section 5
of this Subscription Agreement, in making its investment or decision to invest in IPOE. The Investor acknowledges and agrees
that none of (i) any other investor pursuant to this Subscription Agreement or any other subscription agreement related
to the private placement of the Shares (including the investor’s respective affiliates or any control persons,
officers, directors, employees, partners, agents or representatives of any of the foregoing), (ii) the Placement Agents,
their respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of
any of the foregoing, (iii) any other party to the Transaction Agreement (other than IPOE), or (iv) any affiliates, or
any control persons, officers, directors, employees, partners, agents or representatives of any of IPOE, the Company or any
other party to the Transaction Agreement shall be liable to the Investor, or to any other investor, pursuant to this
Subscription Agreement or any other subscription agreement related to the private placement of the Shares, the negotiation
hereof or thereof or the subject matter hereof or thereof, or the transactions contemplated hereby or thereby, for any action
heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Shares.


 


12.               Press
Releases. IPOE shall, by 9:00 a.m., New York City time, on the first business day immediately following the date of this Subscription
Agreement, issue one or more press releases or furnish or file with the SEC a Current Report on Form 8-K or a Form S-4 for the
Transaction (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed,
the PIPE Investment, all material terms of the Transaction and any other material, non-public information that IPOE or any of
its officers, employees or agents on behalf of IPOE, has provided to the Investor at any time prior to the filing of the Disclosure
Document. From and after the disclosure of the Disclosure Document, the Investor shall no longer be subject to any confidentiality
or similar obligations under any current agreement, whether written or oral, with IPOE or any of its affiliates, and, to the knowledge
of IPOE, the Investor shall not be in possession of any material, non-public information received from IPOE or any of its officers,
directors, employees or agents. All press releases or other public communications relating to the transactions contemplated hereby
between IPOE and the Investor, and the method of the release for publication thereof, shall be subject to the prior approval of
(i) IPOE, and (ii) to the extent such press release or public communication references the Investor or its affiliates or investment
advisers by name, the Investor. The restriction in this Section 12 shall not apply to the extent such disclosure is
required by applicable securities law, any governmental authority or stock exchange rule; provided, that in such an event,
the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as to its form,
content and timing.


 


13.               Notices.
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when
delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail
return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service,
or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated
reply, such as an out-of-office notification), addressed as follows:


 


If to the Investor, to the address
provided on the Investor’s signature page hereto.


 


If to IPOE, to:


 





	Social Capital Hedosophia Holdings Corp. V	 
	317 University Avenue	 
	Palo Alto, California 94301	 
	Attention:            	Steve Trieu	
	Email:	steve@socialcapital.com	



 






    D-14 


     


    

 


with copies to (which shall not constitute notice),
to:


 


	Skadden, Arps, Slate, Meagher & Flom LLP	 
	One Manhattan West	 
	New York, New York 10001	 
	Attention:            	Howard L. Ellin	 
	 	Christopher M. Barlow	 
		P. Michelle Gasaway	 
	Email: 	howard.ellin@skadden.com	 
		christopher.barlow@skadden.com	 
		michelle.gasaway@skadden.com	 
	 	 
	and	 
	 	 
	Social Finance, Inc.	 
	234 1st Street	 
	San Francisco, California 94105	 



 








	with copies to (which shall not constitute notice), to:  	 
	 	 
	Wachtell, Lipton, Rosen & Katz	 
	51 W. 52nd Street	 
	New York, New York 10019	 
	Attention:	Raaj S. Narayan	 
	Email:	rsnarayan@wlrk.com	 
	 	 
	and	 
	 	 
	Goodwin Proctor LLP	 
	100 Northern Avenue	 
	Boston, Massachusetts 02210	 
	Attention:	Jocelyn M. Arel	 
	Email:	jarel@goodwinlaw.com	 



 





If to Placement Agent, to:  




 


	 	 
	Credit Suisse Securities (USA) LLC	 
	Eleven Madison Avenue	 
	New York, N.Y. 10010-3629	 
	Attention:	LCD-IBD	 
	 	 
	and	 
	 	 
	Citigroup Global Markets Inc.	 
	388 Greenwich Street	 
	New York, New York, 10013	 
	Attention: General Counsel	 
	 	 
	and	 
	 	 
	Goldman Sachs & Co. LLC	 
	200 West Street	 
	New York, New York 10282	 
	Attention: Legal Department	 




 






    D-15 


     


    

 


with copies to (which shall not constitute notice), to:


 


	Shearman & Sterling LLP	 
	599 Lexington Avenue	 
	New York, New York 10022	 
	Attention:            	Merritt Johnson	 
	Email: 	Merritt.Johnson@Shearman.com	 






 


or to such other address or addresses as
the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.


 


[SIGNATURE PAGES FOLLOW]


 






    D-16 


     


    

 


IN WITNESS WHEREOF,
the Investor has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the
date set forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By:	  	 	 
	Name:	  	 	 
	Title:		 	 



 


	Name in which Shares are to be registered (if different):	 	Date: ________, 2021
	 	 	 
	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn:	  	 	Attn:	  
	 	 	 
	Telephone No.:	 	Telephone No.:
	 	 	 
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Number of Shares subscribed for:	 	 
	 	 	 
	Aggregate Subscription Amount: $	 	Price Per Share: $10.00
	 	 	 


 


You must pay the Subscription
Amount by wire transfer of United States dollars in immediately available funds to the account specified by IPOE in the Closing
Notice.


 


[Signature Page to Subscription Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, IPOE has accepted this
Subscription Agreement as of the date set forth below.


 





	 	SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. V
	 	 	 
		By:	
			Name:
	 		Title:
	 	 	 
	Date:	                         ,
2021	 	 






 


[Signature Page to Subscription Agreement]


 



     


     


    




 


SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS OF THE
INVESTOR


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		 ̈	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act).



 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


		1.	 ̈ We are an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act) and have marked and initialed the appropriate
box on the following page indicating the provision under which we qualify as an “accredited investor.”



 


		2.	 ̈ We are not a natural person.



 


Rule 501(a), in relevant part, states
that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the
issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person.
The Investor has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to the Investor
and under which the Investor accordingly qualifies as an “accredited investor.”


 


		 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business
development company, or small business investment company;



 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		 ̈	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of
1974, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets
in excess of $5,000,000;



 


		 ̈	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation,
similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000; or



 


		 ̈	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose
purchase is directed by a sophisticated person.



 


This page should be completed by
the Investor

and constitutes a part of the Subscription Agreement.


 


[Schedule A to Subscription Agreement]