Exhibit 10.2


 


EXECUTION VERSION


 


December 10, 2020


 


Social Capital Hedosophia Holdings Corp. IV


317 University Ave, Suite 200


Palo Alto, CA 94301


 


		Re:	Director
                                         Appointment



 


Ms. Stanton:


 


This letter (this “Letter Agreement”)
is being delivered to you in connection with your appointment to the board of directors of Social Capital Hedosophia Holdings
Corp. IV, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s
initial public offering (the “Public Offering”) of 46,000,000 of the Company’s units (the “Units”),
each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary
Share”), and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each
Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The
Units were sold in the Public Offering pursuant to registration statements on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the Securities and Exchange Commission (the “Commission”). Certain capitalized
terms used herein are defined in paragraph 11 hereof.


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 






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


 






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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/ Katie
    J. Stanton
	 	Katie J. Stanton



 


	Acknowledged and Agreed:



 


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



 


[Signature Page to Letter Agreement]