Exhibit 10.1


  


November 13, 2020


 


Social Capital Hedosophia Holdings Corp. V


317 University Ave, Suite 200


Palo Alto, CA 94301


 


 


	Re:	Director Appointment



 


Ms. Dulski:


 


This letter (this “Letter Agreement”)
is being delivered to you in connection with your appointment to the board of directors of Social Capital Hedosophia Holdings Corp.
V, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial
public offering (the “Public Offering”) of 80,500,000 of the Company’s units (the “Units”),
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”),
and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the
holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold in the
Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”) filed
by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms
used herein are defined in paragraph 11 hereof.


 


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. Notwithstanding the provisions set forth in paragraphs 7(a) and (b) below, during the period commencing on October 8,
2020 and ending 180 days after such date, the Insider shall not, without the prior written consent of Credit Suisse Securities
(USA) LLC, offer, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction that is designed to, or
might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due
to cash settlement or otherwise)), directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 (“Section 16”) of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Shares,
Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary Shares, or publicly announce an intention
to effect any such transaction. The provisions of this paragraph will not apply if the release or waiver is effected solely to
permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in this
Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 






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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, 3, 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.


 


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 V 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.


 






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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.


 


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 20,125,000 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 8,000,000 Ordinary Shares of the Company that the Sponsor has agreed to purchase for an aggregate purchase price of $16,000,000,
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).


 






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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.


 


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/ Jennifer Dulski
	 	Jennifer Dulski


   


 


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


 


 


[Signature Page to Letter Agreement]