Exhibit 10.1


 


October 6, 2021


 


Social Capital
Hedosophia Holdings Corp. VI





317 University Ave, Suite 200





Palo Alto, CA 94301


 


		Re:	Director Appointment



 


Ms. Rao:


 


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. VI,
a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering
(the “Public Offering”) of 115,000,000 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 a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined
in paragraph 11 hereof.


 


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


 


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


 


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


 






     


     


    

 


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


 


3.            [Reserved.]


 


4.            [Reserved.]


 


5.            [Reserved.]


 


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


 






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


 


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


 


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


 


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


 






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


 


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


 


11.          As
used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Shares”
shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) “Founder Shares” shall mean
the 28,750,000 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 11,000,000 Ordinary Shares of the Company that the Sponsor has agreed to purchase for an aggregate purchase price of $22,000,000, or
$2.00 per Warrant, in a private placement that occurred simultaneously with the consummation of the Public Offering; (v) “Public
Shareholders” shall mean the holders of securities issued in the Public Offering; (vi) “Trust Account”
shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited; and (vii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or
otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or
liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, (b) entry into any swap or
other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).


 


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


 






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


 


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


 


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



 


Acknowledged and Agreed:


 


SOCIAL CAPITAL HEDOSOPHIA
HOLDINGS CORP. VI


 


	By:	/s/ Chamath Palihapitiya		 
	 	Name:     Chamath Palihapitiya	 	 
	 	Title:       Chief Executive Officer	 	 



 


[Signature Page to Letter Agreement]