EX-10.3





 Exhibit 10.3 

BLEND LABS, INC. 

2012 STOCK PLAN 

ADOPTED ON MAY 1, 2012 

AMENDED ON JUNE 16, 2021 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
			
	 SECTION 1.
	 	 ESTABLISHMENT AND PURPOSE
	  	 	1	 
			
	 SECTION 2.
	 	 ADMINISTRATION
	  	 	1	 
	 (a)
	 	 Committees of the Board of Directors
	  	 	1	 
	 (b)
	 	 Authority of the Board of Directors
	  	 	1	 
			
	 SECTION 3.
	 	 ELIGIBILITY
	  	 	1	 
	 (a)
	 	 General Rule
	  	 	1	 
	 (b)
	 	 Ten-Percent Stockholders
	  	 	1	 
			
	 SECTION 4.
	 	 STOCK SUBJECT TO PLAN
	  	 	2	 
	 (a)
	 	 Basic Limitation
	  	 	2	 
	 (b)
	 	 Additional Shares
	  	 	2	 
			
	 SECTION 5.
	 	 TERMS AND CONDITIONS OF AWARDS OR SALES
	  	 	2	 
	 (a)
	 	 Stock Grant or Purchase Agreement
	  	 	2	 
	 (b)
	 	 Duration of Offers and Nontransferability of Rights
	  	 	2	 
	 (c)
	 	 Purchase Price
	  	 	3	 
			
	 SECTION 6.
	 	 TERMS AND CONDITIONS OF OPTIONS
	  	 	3	 
	 (a)
	 	 Stock Option Agreement
	  	 	3	 
	 (b)
	 	 Number of Shares
	  	 	3	 
	 (c)
	 	 Exercise Price
	  	 	3	 
	 (d)
	 	 Exercisability
	  	 	3	 
	 (e)
	 	 Basic Term
	  	 	3	 
	 (f)
	 	 Termination of Service (Except by Death)
	  	 	3	 
	 (g)
	 	 Death of Optionee
	  	 	4	 
	 (h)
	 	 No Rights as a Stockholder
	  	 	4	 
	 (i)
	 	 Modification, Extension and Assumption of Options; Exchange Program
	  	 	4	 
	 (j)
	 	 Company’s Right to Cancel Certain Options
	  	 	5	 
			
	 SECTION 7.
	 	 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS
	  	 	5	 
	 (a)
	 	 General
	  	 	5	 
	 (b)
	 	 Vesting Criteria and Other Terms
	  	 	5	 
	 (c)
	 	 Earning Restricted Stock Units
	  	 	5	 
	 (d)
	 	 Form and Timing of Payment
	  	 	5	 
	 (e)
	 	 Cancellation
	  	 	6	 
			
	 SECTION 8.
	 	 PAYMENT FOR SHARES
	  	 	6	 
	 (a)
	 	 General Rule
	  	 	6	 
	 (b)
	 	 Services Rendered
	  	 	6	 
	 (c)
	 	 Promissory Note
	  	 	6	 
	 (d)
	 	 Surrender of Stock
	  	 	6	 
	 (e)
	 	 Exercise/Sale
	  	 	6	 


  
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	 (f)
	 	 Net Exercise
	  	 	6	 
	 (g)
	 	 Other Forms of Payment
	  	 	7	 
			
	 SECTION 9.
	 	 ADJUSTMENT OF SHARES
	  	 	7	 
	 (a)
	 	 General
	  	 	7	 
	 (b)
	 	 Corporate Transactions
	  	 	7	 
	 (c)
	 	 Reservation of Rights
	  	 	9	 
			
	 SECTION 10.
	 	 PRE-EXERCISE INFORMATION REQUIREMENT
	  	 	9	 
	 (a)
	 	 Application of Requirement
	  	 	9	 
			
	 SECTION 11.
	 	 TAX WITHHOLDING
	  	 	10	 
	 (a)
	 	 Withholding Requirements
	  	 	10	 
	 (b)
	 	 Withholding Arrangements
	  	 	10	 
			
	 SECTION 12.
	 	 LIMITED TRANSFERABILITY OF AWARDS
	  	 	11	 
	 (a)
	 	 Pre-Exercise Restrictions on Transfer of Award
	  	 	11	 
			
	 SECTION 13.
	 	 MISCELLANEOUS PROVISIONS
	  	 	11	 
	 (a)
	 	 Securities Law Requirements
	  	 	11	 
	 (b)
	 	 No Retention Rights
	  	 	11	 
	 (c)
	 	 Treatment as Compensation
	  	 	11	 
	 (d)
	 	 Leaves of Absence
	  	 	12	 
	 (e)
	 	 Governing Law
	  	 	12	 
	 (f)
	 	 Conditions and Restrictions on Shares / Forfeiture Events
	  	 	12	 
	 (g)
	 	 Section 409A
	  	 	12	 
			
	 SECTION 14.
	 	 DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL
	  	 	13	 
	 (a)
	 	 Term of the Plan
	  	 	13	 
	 (b)
	 	 Right to Amend or Terminate the Plan
	  	 	13	 
	 (c)
	 	 Effect of Amendment or Termination
	  	 	13	 
	 (d)
	 	 Stockholder Approval
	  	 	13	 
			
	 SECTION 15.
	 	 DEFINITIONS
	  	 	13	 


  
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 BLEND LABS, INC. 2012 STOCK
PLAN 
  

	SECTION 1.	 ESTABLISHMENT AND PURPOSE. 



The purpose of this Plan is to offer persons selected by the Company an opportunity to acquire a proprietary interest in the success of the
Company, or to increase such interest, by acquiring Shares of the Company’s Stock. The Plan provides for the direct award or sale of Shares, for the grant of Options to purchase Shares, and for the grant of Restricted Stock Units to acquire
Shares. Options granted under the Plan may be ISOs intended to qualify under Code Section 422 or Nonstatutory Options which are not intended to so qualify. 

Capitalized terms are defined in Section 15. 
  

	SECTION 2.	 ADMINISTRATION. 



(a) Committees of the Board of Directors. The Plan may be administered by one or more Committees. Each Committee shall consist, as
required by applicable law, of one or more members of the Board of Directors who have been appointed by the Board of Directors. Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to
it. If no Committee has been appointed, the entire Board of Directors shall administer the Plan. Any reference to the Board of Directors in the Plan or an Award Agreement shall be construed as a reference to the Committee (if any) to whom the Board
of Directors has assigned a particular function. 
 (b) Authority of the Board of Directors. Subject to the provisions of the Plan,
the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. Notwithstanding anything to the contrary in the Plan, with respect to the terms and conditions of
awards granted to Participants outside the United States, the Board of Directors may vary from the provisions of the Plan to the extent it determines it necessary and appropriate to do so; provided that it may not vary from those Plan terms
requiring stockholder approval pursuant to Section 14(d) below. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Participants and all persons deriving their rights from a
Participant. 
  

	SECTION 3.	 ELIGIBILITY. 



(a) General Rule. Only Employees, Outside Directors and Consultants shall be eligible for the grant of Awards. However, only Employees
shall be eligible for the grant of ISOs. 
 (b) Ten-Percent Stockholders. A person who owns
more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible for the grant of an ISO unless (i) the Exercise Price is at least 110% of the Fair
Market Value of a Share on the Date of Grant and (ii) such ISO by its 












 
terms is not exercisable after the expiration of five years from the Date of Grant. For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Code
Section 424(d) shall be applied. 
  

	SECTION 4.	 STOCK SUBJECT TO PLAN. 



(a) Basic Limitation. Not more than 15,000,000 Shares may be issued under the Plan, subject to Subsection (b) below and
Section 9(a).1 All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Awards or other rights outstanding at any time under the Plan may not
exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan. Shares offered
under the Plan may be authorized but unissued Shares or treasury Shares. 
 (b) Additional Shares. In the event that Shares
previously issued under the Plan are reacquired by the Company, such Shares shall be added to the number of Shares then available for issuance under the Plan. In the event that Shares that otherwise would have been issuable under the Plan are
withheld by the Company in payment of the Purchase Price, Exercise Price or withholding taxes, such Shares shall remain available for issuance under the Plan. In the event that an outstanding Option, Restricted Stock Unit or other right for any
reason expires, is forfeited, or is canceled, the Shares allocable to the unexercised or unsettled portion of such Option, Restricted Stock Unit, or other right shall be added to the number of Shares then available for issuance under the Plan.

  

	SECTION 5.	 TERMS AND CONDITIONS OF AWARDS OR SALES. 



(a) Stock Grant or Purchase Agreement. Each award of Shares under the Plan shall be evidenced by a Stock Grant Agreement between the
Grantee and the Company. Each sale of Shares under the Plan (other than upon exercise of an Option) shall be evidenced by a Stock Purchase Agreement between the Purchaser and the Company. Such award or sale shall be subject to all applicable terms
and conditions of the Plan and may be subject to any other terms and conditions which are not inconsistent with the Plan and which the Board of Directors deems appropriate for inclusion in a Stock Grant Agreement or Stock Purchase Agreement. The
provisions of the various Stock Grant Agreements and Stock Purchase Agreements entered into under the Plan need not be identical. 
 (b)
Duration of Offers and Nontransferability of Rights. Any right to purchase Shares under the Plan (other than an Option) shall automatically expire if not exercised by the Purchaser within 30 days (or such other period as may be specified in the
Award Agreement) after the grant of such right was communicated to the Purchaser by the Company. Such right is not transferable and may be exercised only by the Purchaser to whom such right was granted. 

 

	1 	 Please refer to Exhibit A for a schedule of the initial share reserve and any subsequent increases in the
reserve. 



  
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 (c) Purchase Price. The Board of Directors shall determine the Purchase Price of
Shares, if any, to be offered under the Plan at its sole discretion. The Purchase Price shall be payable in a form described in Section 8. 
  

	SECTION 6.	 TERMS AND CONDITIONS OF OPTIONS. 



(a) Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. The Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Board of Directors deems appropriate for
inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 

(b) Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 9. The Stock Option Agreement shall also specify whether the Option is an ISO or a Nonstatutory Option. 

(c) Exercise Price. Each Stock Option Agreement shall specify the Exercise Price. The Exercise Price of an Option shall not be less
than 100% of the Fair Market Value of a Share on the Date of Grant, and in the case of an ISO a higher percentage may be required by Section 3(b). Subject to the preceding sentence, the Exercise Price shall be determined by the Board of
Directors at its sole discretion. The Exercise Price shall be payable in a form described in Section 8. This Subsection (c) shall not apply to an Option granted pursuant to an assumption of, or substitution for, another option in a manner
that complies with Code Section 424(a) (whether or not the Option is an ISO). 
 (d) Exercisability. Each Stock Option Agreement
shall specify the date when all or any installment of the Option is to become exercisable. No Option shall be exercisable unless the Optionee (i) has delivered an executed copy of the Stock Option Agreement to the Company or (ii) otherwise
agrees to be bound by the terms of the Stock Option Agreement. The Board of Directors shall determine the exercisability provisions of the Stock Option Agreement at its sole discretion. 

(e) Basic Term. The Stock Option Agreement shall specify the term of the Option. The term shall not exceed 10 years from the Date of
Grant, and in the case of an ISO, a shorter term may be required by Section 3(b). Subject to the preceding sentence, the Board of Directors at its sole discretion shall determine when an Option is to expire. 

(f) Termination of Service (Except by Death). If an Optionee’s Service terminates for any reason other than the Optionee’s
death, then the Optionee’s Options shall expire on the earliest of the following dates: 
 (i) The expiration date
determined pursuant to Subsection (e) above; 

  
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 (ii) The date three months after the termination of the Optionee’s
Service for any reason other than Disability, or such earlier or later date as the Board of Directors may determine (but in no event earlier than 30 days after the termination of the Optionee’s Service); or 

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability, or such later date as
the Board of Directors may determine. 
 The Optionee may exercise all or part of the Optionee’s Options at any time before the expiration of such
Options under the preceding sentence, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and the underlying Shares had vested before
the Optionee’s Service terminated (or vested as a result of the termination). The balance of such Options shall lapse when the Optionee’s Service terminates. In the event that the Optionee dies after the termination of the Optionee’s
Service but before the expiration of the Optionee’s Options, all or part of such Options may be exercised (prior to expiration) by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options
directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that such Options had become exercisable before the Optionee’s Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee’s Service terminated (or vested as a result of the termination). 
 (g) Death
of Optionee. If an Optionee dies while the Optionee is in Service, then the Optionee’s Options shall expire on the earlier of the following dates: 

(i) The expiration date determined pursuant to Subsection (e) above; or 

(ii) The date 12 months after the Optionee’s death, or such earlier or later date as the Board of Directors may determine
(but in no event earlier than six months after the Optionee’s death). 
 All or part of the Optionee’s Options may be exercised at any time before
the expiration of such Options under the preceding sentence by the executors or administrators of the Optionee’s estate or by any person who has acquired such Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable before the Optionee’s death (or became exercisable as a result of the death) and the underlying Shares had vested before the Optionee’s death (or vested as a
result of the Optionee’s death). The balance of such Options shall lapse when the Optionee dies. 
 (h) No Rights as a
Stockholder. An Optionee, or a transferee of an Optionee, shall have no rights as a stockholder with respect to any Shares covered by the Optionee’s Option until such person becomes entitled to receive such Shares by filing a notice of
exercise and paying the Exercise Price pursuant to the terms of such Option. 
 (i) Modification, Extension and Assumption of Options;
Exchange Program. Within the limitations of the Plan, the Board of Directors may modify, extend or 

  
 4 













 
assume outstanding Options or may accept the cancellation of outstanding Options (whether granted by the Company or another issuer) in return for the grant of new Options or a different type of
award for the same or a different number of Shares and at the same or a different Exercise Price (if applicable). The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option. The Board of Directors may institute and determine the terms and conditions of an Exchange Program. 

(j) Company’s Right to Cancel Certain Options. Any other provision of the Plan or a Stock Option Agreement notwithstanding, the
Company shall have the right at any time to cancel an Option that was not granted in compliance with Rule 701 under the Securities Act. Prior to canceling such Option, the Company shall give the Optionee not less than 30 days’ notice in
writing. If the Company elects to cancel such Option, it shall deliver to the Optionee consideration with an aggregate Fair Market Value equal to the excess of (i) the Fair Market Value of the Shares subject to such Option as of the time of the
cancellation over (ii) the Exercise Price of such Option. The consideration may be delivered in the form of cash or cash equivalents, in the form of Shares, or a combination of both. If the consideration would be a negative amount, such Option
may be cancelled without the delivery of any consideration. 
  

	SECTION 7.	 TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS. 



(a) General. Restricted Stock Units may be granted at any time and from time to time as determined by the Board of Directors. After the
Board of Directors determines that it shall grant Restricted Stock Units, it shall advise the Participant in an Award Agreement of the terms, conditions, and restrictions related to the grant, including the number of Restricted Stock Units. 

(b) Vesting Criteria and Other Terms. The Board of Directors shall set vesting criteria, if any, in its discretion, which, depending on
the extent to which the criteria are met, shall determine the number of Restricted Stock Units that shall be paid out to the Participant. The Board of Directors may set vesting criteria based upon the achievement of Company-wide, divisional,
business unit, or individual goals (including, but not limited to, continued employment or service), or any other basis determined by the Board of Directors in its discretion. 

(c) Earning Restricted Stock Units. Upon meeting any applicable vesting criteria, the Participant shall be entitled to receive a payout
as determined by the Board of Directors. Notwithstanding the foregoing, at any time after the grant of Restricted Stock Units, the Board of Directors, in its sole discretion, may reduce or waive any vesting criteria that must be met to earn the
Restricted Stock Units. 
 (d) Form and Timing of Payment. Payment of earned Restricted Stock Units shall be
made at the time(s) determined by the Board of Directors and set forth in the Award Agreement. Unless otherwise provided in the Award Agreement, the Board of Directors, in its sole discretion, may settle earned Restricted Stock Units in cash,
Shares, or a combination of both. 

  
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 (e) Cancellation. On the date set forth in the Award Agreement, all unearned
Restricted Stock Units shall be forfeited to the Company. 
  

	SECTION 8.	 PAYMENT FOR SHARES. 



(a) General Rule. The entire Purchase Price or Exercise Price of Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as otherwise provided in this Section 8. In addition, the Board of Directors in its sole discretion may also permit payment through any of the methods described in (b) through
(g) below: 
 (b) Services Rendered. Shares may be awarded under the Plan in consideration of services rendered to the Company, a
Parent or a Subsidiary prior to the award. 
 (c) Promissory Note. All or a portion of the Purchase Price or Exercise Price (as the
case may be) of Shares issued under the Plan may be paid with a full-recourse promissory note. The Shares shall be pledged as security for payment of the principal amount of the promissory note and interest thereon. The interest rate payable under
the terms of the promissory note shall not be less than the minimum rate (if any) required to avoid the imputation of additional interest under the Code. Subject to the foregoing, the Board of Directors (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of such note. 
 (d) Surrender of Stock. All or any part
of the Exercise Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer and shall be valued at their Fair Market
Value as of the date when the Option is exercised. 
 (e) Exercise/Sale. If the Stock is publicly traded, all or part of the Exercise
Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the
Company. 
 (f) Net Exercise. An Option may permit exercise through a “net exercise” arrangement
pursuant to which the Company will reduce the number of Shares issued upon exercise by the largest whole number of Shares having an aggregate Fair Market Value (determined by the Board of Directors as of the exercise date) that does not exceed the
aggregate Exercise Price or the sum of the aggregate Exercise Price plus all or a portion of the minimum amount required to be withheld under applicable tax law (with the Company accepting from the Optionee payment of cash or cash equivalents to
satisfy any remaining balance of the aggregate Exercise Price and, if applicable, any additional withholding obligation not satisfied through such reduction in Shares); provided that to the extent Shares subject to an Option are withheld in
this manner, the number of Shares subject to the Option following the net exercise will be reduced by the sum of the number of Shares withheld and the number of Shares delivered to the Optionee as a result of the exercise. 

  
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 (g) Other Forms of Payment. To the extent that an Award Agreement so provides, the
Purchase Price or Exercise Price of Shares issued under the Plan may be paid in any other form permitted by the Delaware General Corporation Law, as amended, including, but not limited to, pursuant to a cashless exercise program (whether through a
broker or otherwise) implemented by the Company in connection with the Plan. 
  

	SECTION 9.	 ADJUSTMENT OF SHARES. 



(a) General. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a combination or
consolidation of the outstanding Stock into a lesser number of Shares, a reclassification, or any other increase or decrease in the number of issued shares of Stock effected without receipt of consideration by the Company, proportionate adjustments
shall automatically be made in each of (i) the number and kind of Shares available for future grants under Section 4, (ii) the number and kind of Shares covered by each outstanding Award, (iii) the Exercise Price under each
outstanding Option and the Purchase Price applicable to any unexercised stock purchase right, and (iv) any repurchase price that applies to Shares granted under the Plan pursuant to the terms of a Company repurchase right under the applicable
Award Agreement. In the event of a declaration of an extraordinary dividend payable in a form other than Shares in an amount that has a material effect on the Fair Market Value of the Stock, a recapitalization, a
spin-off, or a similar occurrence, the Board of Directors at its sole discretion may make appropriate adjustments in one or more of the items listed in clauses (i) through (iv) above; provided, however,
that the Board of Directors shall in any event make such adjustments as may be required by Section 25102(o) of the California Corporations Code. No fractional Shares shall be issued under the Plan as a result of an adjustment under this
Section 9(a), although the Board of Directors in its sole discretion may make a cash payment in lieu of fractional Shares. 
 (b)
Corporate Transactions. In the event that the Company is a party to a merger or consolidation (and for purposes of the Plan, any reference herein to a merger or consolidation will also include a Change in Control), or in the event of a sale of
all or substantially all of the Company’s stock or assets, all Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement
(or, in the event the transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Board of Directors in its capacity as administrator of the Plan, with such determination having final and binding
effect on all parties), which agreement or determination need not treat all Awards (or all portions of an Award) in an identical manner. The treatment specified in the transaction agreement may include (without limitation) one or more of the
following with respect to each outstanding Award: 
 (i) Continuation of the Award by the Company (if the Company is the
surviving corporation). 
 (ii) Assumption of the Award by the surviving corporation or its parent and for Options, in a
manner that complies with Code Section 424(a) (whether or not the Option is an ISO). 

  
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 (iii) Substitution by the surviving corporation or its parent of a new award
for the Award and for Options, in a manner that complies with Code Section 424(a) (whether or not the Option is an ISO). 

(iv) Cancellation of the Award and a payment to the Participant with respect to each Share subject to the portion of the Award
that is vested as of the transaction date equal to the excess of (A) the value, as determined by the Board of Directors in its absolute discretion, of the property (including cash) received by the holder of a share of Stock as a result of
the transaction, over (B) the per-Share Exercise Price of the Award, if any (such excess, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of
the surviving corporation or its parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the
same extent and in the same manner as such provisions apply to the holders of Stock. If the Spread applicable to an Award is zero or a negative number, then the Award may be cancelled without making a payment to the Participant. 

(v) Suspension of the Participant’s right to exercise the Award, if applicable, during a limited period of time preceding
the closing of the transaction if such suspension is administratively necessary to permit the closing of the transaction. 

(vi) Termination of any right the Optionee has to exercise the Option prior to vesting in the Shares subject to the Option
(i.e., “early exercise”), such that following the closing of the transaction the Option may only be exercised to the extent it is vested. 
 For
the avoidance of doubt, the Board of Directors has discretion to accelerate, in whole or part, the vesting and exercisability of an Award in connection with a corporate transaction covered by this Section 9(b). 

In the event that the successor corporation does not assume or substitute for the Award (or portion thereof), the Participant shall fully vest in and have the
right to exercise all of his or her outstanding Options, including Shares as to which such Options would not otherwise be vested or exercisable, all restrictions on Shares and Restricted Stock Units shall lapse, and, with respect to Awards with
performance-based vesting, all performance goals or other vesting criteria shall be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided otherwise under the applicable Award
Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable. In addition, if an Option is not assumed or substituted in the event of a merger or consolidation, the Board of
Directors shall notify the Participant in writing or electronically that the Option shall be exercisable for a period of time determined by the Board of Directors in its sole discretion, and the Option shall terminate upon the expiration of such
period. 
 For the purposes of this subsection 9(b), an Award shall be considered assumed if, following the merger or consolidation, the Award confers the
right to purchase or receive, for each Share 

  
 8 













 
subject to the Award immediately prior to the merger or consolidation, the consideration (whether stock, cash, or other securities or property) received in the merger or consolidation by holders
of Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or consolidation is not solely common stock of the successor corporation or its Parent, the Board of Directors may, with the consent of the successor corporation, provide for the consideration to be received upon
the exercise of an Option or upon the payout of an Award, for each Share subject to such Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of
Stock in the merger or consolidation. 
 Notwithstanding anything in this Section 9(b) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals shall not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent, in all
cases, unless specifically provided otherwise under the applicable Award Agreement or other written agreement between the Participant and the Company or any of its Subsidiaries or Parents, as applicable; provided, however, a modification to such
performance goals only to reflect the successor corporation’s post-change in control corporate structure shall not be deemed to invalidate an otherwise valid Award assumption. 

Notwithstanding anything in this Section 9(b) to the contrary, and unless otherwise provided in an Award Agreement, if an Award that vests, is earned or paid-out under the Plan or an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Plan or Award Agreement does not comply with the definition of “change
of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section shall be delayed until the earliest time that such payment would be permissible under Code
Section 409A without triggering any penalties applicable under Section 409A. 
 (c) Reservation of Rights. Except as
provided in this Section 9, a Participant shall have no rights by reason of (i) any subdivision or consolidation of shares of stock of any class, (ii) the payment of any dividend, or (iii) any other increase or decrease in the
number of shares of stock of any class. Any issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to,
the number or Exercise Price of Shares subject to an Award. The grant of an Award pursuant to the Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business or assets. 
  

	SECTION 10.	 PRE-EXERCISE INFORMATION REQUIREMENT. 



(a) Application of Requirement. If and as required (i) pursuant to Rule 701 of the Securities Act, if the Company is relying on the
exemption from registration provided pursuant to Rule 701 of the Securities Act with respect to the applicable Award, and/or (ii) 

  
 9 













 
pursuant to Rule 12h-1(f) of the Exchange Act, to the extent the Company is relying on the Rule 12h-1(f) Exemption,
then during the period of reliance on the applicable exemption and in each case of (i) and (ii) until such time as the Company becomes subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall
provide to each Participant the information described in Rule 701 (e)(3), (4), and (5) under the Securities Act not less frequently than every six months and the financial statements included in such information shall not be more than 180 days
old and with such information provided either by physical or electronic delivery to the Participants or by written notice to the Participants of the availability of the information on an Internet site that may be password-protected and of any
password needed to access the information. The Company may request that Participants agree to keep the information to be provided pursuant to this section confidential. If a Participant does not agree to keep the information to be provided pursuant
to this Section confidential, then the Company shall not be required to provide such information unless otherwise required pursuant to Rule 12h-1(f)(1) under the Exchange Act (if the Company is relying on the
Rule 12h-1(f) Exemption) or Rule 701 of the Securities Act (if the Company is relying on the exemption pursuant to Rule 701 of the Securities Act). 

 

	SECTION 11.	 TAX WITHHOLDING. 



(a) Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company shall
have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be
withheld with respect to such Award (or exercise thereof). 
 (b) Withholding Arrangements. The Board of
Directors, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by such methods as the Board of Directors shall
determine, including, without limitation, (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount
as the Board of Directors may determine if such amount would not have adverse accounting consequences, as the Board of Directors determines in its sole discretion, (iii) delivering to the Company already-owned Shares having a fair market value equal
to the statutory amount required to be withheld or such greater amount as the Board of Directors may determine, in each case, provided the delivery of such Shares shall not result in any adverse accounting consequences, as the Board of Directors
determines in its sole discretion, (iv) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Board of Directors may determine in its sole discretion (whether through a broker or otherwise)
equal to the amount required to be withheld, (v) such other consideration and method of payment for the meeting of tax withholding obligations as the Board of Directors may determine to the extent permitted by Applicable Laws, or (vi) any
combination of the foregoing methods of payment. The amount of the withholding requirement shall be deemed to include any amount which the Board of Directors agrees may be withheld at the time the election is made, not to exceed the amount
determined by using the maximum federal, state or local marginal income tax rates applicable to the Participant with respect to the Award on the date that the amount of tax to be withheld is to be determined or such


  
 10 













 
greater amount as the Board of Directors may determine if such amount would not have adverse accounting consequences, as the Board of Directors determines in its sole discretion. The fair market
value of the Shares to be withheld or delivered shall be determined as of the date that the taxes are required to be withheld. 
  

	SECTION 12.	 LIMITED TRANSFERABILITY OF AWARDS. 



(a) Pre-Exercise Restrictions on Transfer of Award. Unless determined otherwise by the Board of
Directors, an Award shall be transferable by the Participant only by (i) a beneficiary designation, (ii) a will or (iii) the laws of descent and distribution, except as provided in the next sentence. If the applicable Stock Option
Agreement so provides, a Nonstatutory Option shall also be transferable by gift or domestic relations order to a Family Member of the Optionee. An ISO may be exercised during the lifetime of the Optionee only by the Optionee or by the
Optionee’s guardian or legal representative. In addition, an Option shall comply with all conditions of Rule 12h-1(f)(1) under the Exchange Act until the Company becomes subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act. Such conditions include, without limitation, the transferability restrictions set forth in Rule 12h-1(f)(1)(iv) and (v) under the
Exchange Act, which shall apply to an Option and, prior to exercise, to the Shares to be issued upon exercise of such Option during the period commencing on the Date of Grant and ending on the earlier of (i) the date when the Company becomes
subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or (ii) the date when the Company makes a determination that it shall cease to rely on the exemption afforded by
Rule 12h-1(f)(1) under the Exchange Act. During such period, an Option and, prior to exercise, the Shares to be issued upon exercise of such Option shall be restricted as to any pledge, hypothecation or
other transfer by the Optionee, including any short position, any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or any “call equivalent position” (as
defined in Rule 16a-1(b) under the Exchange Act). 
  

	SECTION 13.	 MISCELLANEOUS PROVISIONS. 



(a) Securities Law Requirements. Shares shall not be issued under the Plan unless the issuance and delivery of such Shares comply with
(or are exempt from) all Applicable Laws. The Company shall not be liable for a failure to issue Shares that is attributable to such requirements. 

(b) No Retention Rights. Nothing in the Plan or in Award granted under the Plan shall confer upon the Participant any right to continue
in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly
reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 
 (c)
Treatment as Compensation. Any compensation that an individual earns or is deemed to earn under this Plan shall not be considered a part of his or her compensation for purposes of calculating contributions, accruals or benefits under any other
plan or program that is maintained or funded by the Company, a Parent or a Subsidiary. 

  
 11 













 (d) Leaves of Absence. Unless the Board of Directors provides otherwise, Service
shall be deemed to continue while the Participant is on a bona fide leave of absence, if such leave was approved by the Company in writing and if continued crediting of Service for this purpose is expressly required by the terms of such leave or by
Applicable Law (as determined by the Company). 
 (e) Governing Law. The Plan and all awards, sales and grants under the Plan shall
be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State. 

(f) Conditions and Restrictions on Shares / Forfeiture Events. Shares issued under the Plan shall be subject to such forfeiture
conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Board of Directors may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement
and shall apply in addition to any restrictions that may apply to holders of Shares generally. In addition, Shares issued under the Plan shall be subject to conditions and restrictions imposed either by Applicable Law or by Company policy, as
adopted from time to time, designed to ensure compliance with Applicable Laws or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage. The Board of
Directors may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to the reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance conditions of an Award. Notwithstanding any provisions to the contrary under this Plan, an Award shall be subject to the Company’s clawback policy as may be established
and/or amended from time to time (the “Clawback Policy”). The Board of Directors may require a Participant to forfeit, return, or reimburse the Company all or a portion of the Award and any amounts paid thereunder pursuant to the
terms of the Clawback Policy or as necessary or appropriate to comply with Applicable Laws. 
 (g) Section 409A. Unless
otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under the Plan shall be exempt from Code Section 409A, and any ambiguity in the terms of an Award Agreement and the Plan shall be interpreted
consistently with this intent. To the extent an Award is not exempt from Code Section 409A (any such award, a “409A Award”), any ambiguity in the terms of such Award and the Plan shall be interpreted in a manner that to the
maximum extent permissible supports the Award’s compliance with the requirements of that statute. Notwithstanding anything to the contrary permitted under the Plan, in no event shall a modification of an Award not already subject to Code
Section 409A be given effect if such modification would cause the Award to become subject to Code Section 409A unless the parties explicitly acknowledge and consent to the modification as one having that effect. A 409A Award shall be
subject to such additional rules and requirements as specified by the Board of Directors from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is payable upon a
“separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier of (i) six
months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such 

  
 12 













 
delay is necessary to prevent such payment from being subject to Section 409A(a)(1). In addition, if a transaction subject to Section 9(b) constitutes a payment event with respect to
any 409A Award, then the transaction with respect to such award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. Neither the
Company nor any member of the Board of Directors shall have any liability to a Participant in the event an award held by the Participant fails to achieve its intended characterization under applicable tax law. 

 

	SECTION 14.	 DURATION AND AMENDMENTS; STOCKHOLDER APPROVAL. 



(a) Term of the Plan. The Plan, as set forth herein, shall become effective on the date of its adoption by the Board of Directors,
subject to approval of the Company’s stockholders under Subsection (d) below. The Plan shall terminate automatically 10 years after the later of (i) the date when the Board of Directors adopted the Plan or (ii) the date when the Board of
Directors approved the most recent increase in the number of Shares reserved under Section 4 that was also approved by the Company’s stockholders. The Plan may be terminated on any earlier date pursuant to Subsection (b) below. 

(b) Right to Amend or Terminate the Plan. Subject to Subsection (d) below, the Board of Directors may amend, suspend or terminate the
Plan at any time and for any reason. 
 (c) Effect of Amendment or Termination. No Shares shall be issued or sold and no Award
granted under the Plan after the termination thereof, except upon exercise or settlement of an Award granted under the Plan prior to such termination. The termination of the Plan, or any amendment thereof, shall not affect any Share previously
issued or any Award previously granted under the Plan. 
 (d) Stockholder Approval. To the extent required by applicable law, the
Plan will be subject to approval of the Company’s stockholders within 12 months of its adoption date. To the extent required by applicable law, any amendment of the Plan will be subject to the approval of the Company’s stockholders within
12 months of the amendment date if it (i) increases the number of Shares available for issuance under the Plan (except as provided in Section 9), or (ii) materially changes the class of persons who are eligible for the grant of ISOs.
In addition, an amendment effecting any other material change to the Plan terms will be subject to approval of the Company’s stockholder only if required by Applicable Law. Stockholder approval shall not be required for any other amendment of
the Plan. 
  

	SECTION 15.	 DEFINITIONS. 



(a) “Applicable Laws” means the legal and regulatory requirements relating to the administration of equity-based
awards, including but not limited to the related issuance of Shares under U.S. federal and state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Stock is listed or quoted and,
only to the extent applicable with respect to an Award or Awards, the tax, securities, exchange control, and other laws of any jurisdictions other than the United States where Awards are, or will be, granted under the Plan. Reference to a section of
an Applicable Law or regulation related to that 

  
 13 













 
section shall include such section or regulation, any valid regulation issued under such section, and any comparable provision of any future legislation or regulation amending, supplementing or
superseding such section or regulation. 
 (b) “Award” means any award granted under the Plan, including as an
Option, an award of Restricted Stock Units, or the grant or sale of Shares. 
 (c) “Award Agreement” means a
Restricted Stock Unit Agreement, Stock Grant Agreement, Stock Option Agreement or Stock Purchase Agreement. 
 (d) “Board of
Directors” means the Board of Directors of the Company, as constituted from time to time. 
 (e) “Change in
Control” means the occurrence of any of the following events: 
 (i) A change in the ownership of the Company which
occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, with the stock held by such Person, constitutes more than 50% of the total
voting power of the stock of the Company; provided, that for this subsection, the acquisition of additional stock by any one Person, who prior to such acquisition is considered to own more than 50% of the total voting power of the stock of the
Company will not be considered a Change in Control and provided, further, that any change in the ownership of the stock of the Company as a result of a private financing of the Company that is approved by the Board of Directors also will not be
considered a Change in Control. Further, if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares
of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event
shall not be considered a Change in Control under this Section 2(e)(i). For this purpose, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations
or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or 

(ii) A change in the effective control of the Company which occurs on the date a majority of members of the Board of Directors
is replaced during any 12-month period by members of the Board of Directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors prior to the appointment or election. For purposes of this
Section 2(e)(ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or 

  
 14 













 (iii) A change in the ownership of a substantial portion of the
Company’s assets which occurs on the date that any Person acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross
fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, that for this Section 2(e)(iii), the following will not
constitute a change in the ownership of a substantial portion of the Company’s assets: 
 a. a transfer to an entity
controlled by the Company’s stockholders immediately after the transfer, or 
 b. a transfer of assets by the Company
to: 
 1. a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the
Company’s stock, 
 2. an entity, 50% or more of the total value or voting power of which is owned, directly or
indirectly, by the Company, 
 3. a Person, that owns, directly or indirectly, 50% or more of the total value or voting
power of all the outstanding stock of the Company, or 
 4. an entity, at least 50% of the total value or voting power
of which is owned, directly or indirectly, by a Person described in Section 2(e)(iii)(b)(1) to Section 2(e)(iii)(b)(3). 

For this definition, gross fair market value means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such assets. 
 For purposes of this
Section 2(e), persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. For the avoidance
of doubt, wholly-owned subsidiaries of the Company shall not be considered “Persons” for purposes of this Section 2(e). 

(iv) A transaction will not be a Change in Control: 

a. unless the transaction qualifies as a change in control event within the meaning of Code Section 409A; or 

b. if its primary purpose is to (1) change the jurisdiction of the Company’s incorporation, or (2) create a
holding company owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. 

  
 15 













 (f) “Code” means the Internal Revenue Code of 1986, as amended. 

(g) “Committee” means a committee of the Board of Directors, as described in Section 2(a). 

(h) “Company” means Blend Labs, Inc., a Delaware corporation. 

(i) “Consultant” means any natural person engaged by the Company or any Parent or Subsidiary to render bona fide
services to such entity, provided the services (i) are not in connection with the offer or sale of securities in a capital raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities. A
Consultant must be a person to whom the issuance of Shares registered on Form S-8 under the Securities Act is permitted. 

(j) “Date of Grant” means the date of grant specified in the applicable Award Agreement, which date shall be the later
of (i) the date on which the Board of Directors resolved to grant the Award or (ii) the first day of the Participant’s Service. 

(k) “Disability” means that the Participant is unable to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment. 
 (l) “Employee” means any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
 (m) “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 (n) “Exchange Program” means a program under
which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) the Participants would
have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Board of Directors, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Board of
Directors shall determine the terms and conditions of any Exchange Program in its sole discretion. 
 (o) “Exercise
Price” means the amount for which one Share may be purchased upon exercise of an Option, as specified by the Board of Directors in the applicable Stock Option Agreement. 

(p) “Fair Market Value” means the fair market value of a Share, as determined by the Board of Directors in good faith.
Such determination shall be conclusive and binding on all persons. 
 (q) “Family Member” means (i) any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, (ii) any person sharing
the Participant’s household (other than a tenant or 

  
 16 













 
employee), (iii) a trust in which persons described in Clause (i) or (ii) have more than 50% of the beneficial interest, (iv) a foundation in which persons described in
Clause (i) or (ii) or the Participant controls the management of assets and (v) any other entity in which persons described in Clause (i) or (ii) or the Participant owns more than 50% of the voting interests. 

(r) “Grantee” means a person to whom the Board of Directors has awarded Shares under the Plan. 

(s) “ISO” means an Option that qualifies as an incentive stock option as described in Code Section 422(b).
Notwithstanding its designation as an ISO, an Option that does not qualify as an ISO under applicable law shall be treated for all purposes as a Nonstatutory Option. 

(t) “Nonstatutory Option” means an Option that does not qualify as an incentive stock option as described in Code
Section 422(b) or 423(b). 
 (u) “Option” means an ISO or Nonstatutory Option granted under the Plan and
entitling the holder to purchase Shares. 
 (v) “Optionee” means a person who holds an Option. 

(w) “Outside Director” means a member of the Board of Directors who is not an Employee. 

(x) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the
Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a
Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 (y)
“Participant” means the holder of an outstanding Award. 
 (z) “Plan” means this Blend Labs, Inc.
2012 Stock Plan. 
 (aa) “Purchase Price” means the consideration for which one Share may be acquired under the Plan
(other than upon exercise of an Option), as specified by the Board of Directors. 
 (bb) “Purchaser” means a person
to whom the Board of Directors has offered the right to purchase Shares under the Plan (other than upon exercise of an Option). 

(cc) “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one
Share, granted pursuant to Section 7. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company. 

  
 17 













 (dd) “Restricted Stock Unit Agreement” means the agreement between
the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions, and restrictions pertaining to such Restricted Stock Unit. 

(ee) “Securities Act” means the Securities Act of 1933, as amended. 

(ff) “Service” means service as an Employee, Outside Director or Consultant. 

(gg) “Share” means one share of Stock, as adjusted in accordance with Section 9 (if applicable). 

(hh) “Stock” means the Class A Common Stock of the Company. 

(ii) “Stock Grant Agreement” means the agreement between the Company and a Grantee who is awarded Shares under the
Plan that contains the terms, conditions and restrictions pertaining to the award of such Shares. 
 (jj) “Stock Option
Agreement” means the agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to the Optionee’s Option. 

(kk) “Stock Purchase Agreement” means the agreement between the Company and a Purchaser who purchases Shares under the
Plan that contains the terms, conditions and restrictions pertaining to the purchase of such Shares. 
 (ll)
“Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50%
or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary
commencing as of such dat 

  
 18 













 EXHIBIT A 

SCHEDULE OF SHARES RESERVED FOR ISSUANCE
UNDER THE PLAN 
  

							
	 Date of Board

Approval
	  	 Date of Stockholder

Approval
	  	 Number of


Shares Added
	  	 Cumulative Number

of Shares

	 05/01/2012
	  	05/01/2012	  	Not Applicable	  	1,500,000
	 10/04/2012
	  	10/04/2012	  	Not Applicable; Stock Split	  	15,000,000
	 12/11/2013
	  	12/12/2013	  	17,283,389	  	32,283,389
	 09/30/2014
	  	09/30/2014	  	9,704,992	  	41,988,381
	 07/13/2015
	  	07/13/2015	  	26,566,830	  	68,555,211
	 12/18/2015
	  	12/18/2015	  	9,338,079	  	77,893,290
	 03/21/2017
	  	03/25/2017	  	6,000,000	  	83,893,290
	 07/31/2017
	  	07/31/2017	  	23,258,661	  	107,151,951
	 12/17/2018
	  	12/17/2018	  	24,083,500	  	131,235,451
	 05/28/2019
	  	05/28/2019	  	35,431,546	  	166,666,997
	 08/04/2020
	  	08/04/2020	  	21,581,967	  	188,248,964
	 05/28/2021
	  	06/20/2021	  	20,300,000	  	208,548,964


  
 E-1 













 BLEND LABS, INC. 2012 STOCK
PLAN 
 NOTICE OF STOCK OPTION GRANT
(EARLY EXERCISE) 
 The Optionee has been granted the following option to purchase shares of the Common Stock of Blend
Labs, Inc.: 
  

			
	Name of Optionee:	  	«Name»
		
	Total Number of Shares:	  	«TotalShares»
		
	Type of Option:	  	«ISO» Incentive Stock Option (ISO)
		
		  	«NSO» Nonstatutory Stock Option (NSO)
		
	Exercise Price per Share:	  	$«PricePerShare»
		
	Date of Grant:	  	«DateGrant»
		
	Date Exercisable:	  	This option may be exercised at any time after the Date of Grant for all or any part of the Shares subject to this option.
		
	Vesting Commencement Date:	  	«VestComDate»
		
	Vesting Schedule:	  	The Right of Repurchase shall lapse with respect to the first «Percent»% of the Shares subject to this option when the Optionee completes «CliffPeriod» months of continuous Service beginning with the Vesting
Commencement Date set forth above. The Right of Repurchase shall lapse with respect to an additional «Fraction»% of the Shares subject to this option when the Optionee completes each month of continuous Service thereafter.
		
	Expiration Date:	  	«ExpDate». This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as
provided in Section 8(b) of the Plan.


 By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and
conditions of, the 2012 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 14 of the Stock Option Agreement includes important
acknowledgements of the Optionee. 
  

									
	OPTIONEE:	 		  	BLEND LABS, INC.
				
	  
	 		  	By:	  	  

		 		 		  	Title:	  	  














 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED. 
 BLEND LABS, INC. 2012 STOCK
PLAN: 
 STOCK OPTION AGREEMENT (EARLY
EXERCISE) 
 SECTION 1. GRANT OF OPTION. 

(a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to
the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of
Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

 (b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be
an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 
 (c)
Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are
defined in Section 15 of this Agreement. 
 SECTION 2. RIGHT TO EXERCISE. 

(a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. Shares purchased by exercising this option may be subject to the Right of Repurchase under Section 7. 

(b) Stockholder Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any
time prior to the approval of the Plan by the Company’s stockholders. 












 SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or
otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

SECTION 4. EXERCISE PROCEDURES. 
 (a)
Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the Company pursuant to Section 13(c). The notice shall specify the election to exercise this option, the number
of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by
proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under
Section 5 for the full amount of the Purchase Price. In the event of a partial exercise of this option, Shares shall be deemed to have been purchased in the order in which they vest in accordance with the Notice of Stock Option Grant. 

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates
evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint
tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. In the case of Restricted Shares, the Company shall cause such certificates to be deposited in escrow under Section 7(c). In
the case of other Shares, the Company shall cause such certificates to be delivered to or upon the order of the person exercising this option. 

(c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of
this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company
to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares purchased by exercising this option. 

SECTION 5. PAYMENT FOR STOCK. 
 (a)
Cash. All or part of the Purchase Price may be paid in cash or cash equivalents. 
 (b) Surrender of Stock. At the discretion
of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer
and shall be valued at their Fair Market Value as of the date when this option is exercised. 

  
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 (c) Exercise/Sale. All or part of the Purchase Price and any withholding taxes may be
paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to the Company. However, payment pursuant to this
Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. 

SECTION 6. TERM AND EXPIRATION. 
 (a)
Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO
in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 
 (b) Termination of Service (Except by Death). If
the Optionee’s Service terminates for any reason other than death, then this option shall expire on the earliest of the following occasions: 

(i) The expiration date determined pursuant to Subsection (a) above; 

(ii) The date three months after the termination of the Optionee’s Service for any reason other than Disability; or 

(iii) The date six months after the termination of the Optionee’s Service by reason of Disability. 

The Optionee may exercise all or part of this option at any time before its expiration under the preceding sentence, but only to the extent that this option
is exercisable for vested Shares on or before the date when the Optionee’s Service terminates. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares for which this option is not
yet exercisable and with respect to any Restricted Shares. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors
or administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option was exercisable for vested Shares on
or before the date when the Optionee’s Service terminated. 
 (c) Death of the Optionee. If the Optionee dies while in Service,
then this option shall expire on the earlier of the following dates: 
 (i) The expiration date determined pursuant to
Subsection (a) above; or 

  
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 (ii) The date 12 months after the Optionee’s death. 

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option is exercisable for vested Shares on or before the date of the
Optionee’s death. When the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable and with respect to any Restricted Shares. 

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the
vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of
absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave
was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such
leave ends, unless the Optionee immediately returns to active work. 
 (e) Notice Concerning ISO Treatment. Even if this option is
designated as an ISO in the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i) More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or
permanent and total disability (as defined in Section 22(e)(3) of the Code); 
 (ii) More than 12 months after the date
when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or 

(iii) More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the
Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 
 SECTION 7. RIGHT OF REPURCHASE. 

(a) Scope of Repurchase Right. Until they vest in accordance with the Notice of Stock Option Grant and Subsection (b) below, the
Shares acquired under this Agreement shall be Restricted Shares and shall be subject to the Company’s Right of Repurchase. The Company, however, may decline to exercise its Right of Repurchase or may exercise its Right of Repurchase only with
respect to a portion of the Restricted Shares. The Company may exercise its Right of Repurchase only during the Repurchase Period following the termination of the Optionee’s Service, but the Right of Repurchase may be exercised automatically
under Subsection (d) below. If the Right of Repurchase is exercised, the Company shall pay the Optionee an amount equal to the lower of (i) the Exercise Price of each Restricted Share being repurchased or (ii) the Fair Market Value of
such Restricted Share at the time the Right of Repurchase is exercised. 

  
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 (b) Lapse of Repurchase Right. The Right of Repurchase shall lapse with respect to
the Restricted Shares in accordance with the vesting schedule set forth in the Notice of Stock Option Grant. 
 (c) Escrow. Upon
issuance, the certificate(s) for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any additional or exchanged securities or other property described in
Subsection (f) below shall immediately be delivered to the Company to be held in escrow. All ordinary cash dividends on Restricted Shares (or on other securities held in escrow) shall be paid directly to the Optionee and shall not be held in
escrow. Restricted Shares, together with any other assets held in escrow under this Agreement, shall be (i) surrendered to the Company for repurchase upon exercise of the Right of Repurchase or the Right of First Refusal or (ii) released
to the Optionee upon his or her request to the extent that the Shares have ceased to be Restricted Shares (but not more frequently than once every six months). In any event, all Shares that have ceased to be Restricted Shares, together with any
other vested assets held in escrow under this Agreement, shall be released within 90 days after the earlier of (i) the termination of the Optionee’s Service or (ii) the lapse of the Right of First Refusal. 

(d) Exercise of Repurchase Right. The Company shall be deemed to have exercised its Right of Repurchase automatically for all Restricted
Shares as of the commencement of the Repurchase Period, unless the Company during the Repurchase Period notifies the holder of the Restricted Shares pursuant to Section 13(c) that it will not exercise its Right of Repurchase for some or all of
the Restricted Shares. The Company shall pay to the holder of the Restricted Shares the purchase price determined under Subsection (a) above for the Restricted Shares being repurchased. Payment shall be made in cash or cash equivalents and/or
by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The certificate(s) representing the Restricted Shares being repurchased shall be delivered to the Company. 

(e) Termination of Rights as Stockholder. If the Right of Repurchase is exercised in accordance with this Section 7 and the Company
makes available the consideration for the Restricted Shares being repurchased, then the person from whom the Restricted Shares are repurchased shall no longer have any rights as a holder of the Restricted Shares (other than the right to receive
payment of such consideration). Such Restricted Shares shall be deemed to have been repurchased pursuant to this Section 7, whether or not the certificate(s) for such Restricted Shares have been delivered to the Company or the consideration for
such Restricted Shares has been accepted. 
 (f) Additional or Exchanged Securities and Property. In the event of a merger or
consolidation of the Company, a sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a
form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property
(including cash or cash 

  
 5 













 
equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Restricted Shares shall immediately be subject to the Right of Repurchase. Appropriate
adjustments to reflect the exchange or distribution of such securities or property shall be made to the number and/or class of the Restricted Shares. Appropriate adjustments shall also be made to the price per share to be paid upon the exercise of
the Right of Repurchase, provided that the aggregate purchase price payable for the Restricted Shares shall remain the same. In the event of a merger or consolidation of the Company with or into another entity or any other corporate reorganization,
the Right of Repurchase may be exercised by the Company’s successor. 
 (g) Transfer of Restricted Shares. The Optionee shall not
transfer, assign, encumber or otherwise dispose of any Restricted Shares without the Company’s written consent, except as provided in the following sentence. The Optionee may transfer Restricted Shares to one or more members of the
Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form
prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Restricted Shares, then this Agreement shall apply to the Transferee to the same extent as to the Optionee. 

(h) Assignment of Repurchase Right. The Board of Directors may freely assign the Company’s Right of Repurchase, in whole or in
part. Any person who accepts an assignment of the Right of Repurchase from the Company shall assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8. RIGHT OF FIRST REFUSAL. 
 (a)
Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal
with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement, the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including
the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or
foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase
all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of
First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 
 (b) Transfer of Shares. If the
Company fails to exercise its Right of First Refusal within 30 days after the date when it received the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer
of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any such sale is made in compliance with applicable federal, State and 

  
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foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and conditions different from those described in
the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If the Company exercises
its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within 60 days after the date when the Company received the Transfer Notice (or within such longer period as may have
been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have
the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice. 

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or
substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents)
that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 8 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or
distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 8. 
 (d)
Termination of Right of First Refusal. Any other provision of this Section 8 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company
shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above. 

(e) Permitted Transfers. This Section 8 shall not apply to (i) a transfer by beneficiary designation, will or intestate
succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided
in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or
after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee. 

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in accordance with this Section 8, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement. 

  
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 (g) Assignment of Right of First Refusal. The Board of Directors may freely assign
the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 8. 

SECTION 9. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof; 
 (b) Any applicable listing requirement of any stock exchange or other securities
market on which Stock is listed has been satisfied; and 
 (c) Any other applicable provision of federal, State or foreign law has been
satisfied. 
 SECTION 10. NO REGISTRATION RIGHTS. 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 

SECTION 11. RESTRICTIONS ON TRANSFER OF SHARES. 

(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the
Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act,
the securities laws of any State or any other law. Further, unless the Stock is readily tradeable on an established securities market, the transfer of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the
Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company and (ii) payment of a transfer fee. In addition, any Shares acquired pursuant to this
Agreement shall be subject to the transfer restrictions in Article XI of the Company’s Bylaws, as amended, in addition to, and not in limitation of, any transfer restrictions imposed by this Agreement, including without limitation Sections 7
hereof and this Section 10. 
  

  
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 (b) Market Stand-Off. The Optionee or a
Transferee hereby agrees that he, she or it will not, without the prior written consent of the managing underwriter (in connection with the Company’s first firm commitment underwritten public offering of its Stock on Form S-1 under the Securities Act (the “Initial Offering”)) or the Company as unanimously approved by the Board of Directors (in connection with the Company’s consummation of a merger, consolidation, share
exchange or similar transaction or series of transactions with a publicly-traded “special purpose acquisition company or its subsidiary (collectively, a “SPAC”) in which the common stock (or similar securities) of the SPAC or its
successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, immediately following the consummation of such transaction or series of transactions (such
transaction or series of related transactions, the “SPAC Transaction”)), during the period commencing on the date of (a) the effectiveness of the registration statement for the Initial Offering or (b) the closing of the SPAC
Transaction, and ending on the date specified by the managing underwriter (for the Initial Offering) or the Company as unanimously approved by the Board of Directors (for a SPAC Transaction) (such period not to exceed one hundred eighty
(180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into
or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital received in exchange for or as consideration in respect of any shares of Stock or any securities convertible into or exercisable or exchangeable for
Stock (“SPAC Securities”)) held immediately prior to consummation of the Initial Offering or acquired in connection with the SPAC Transaction, or (ii) engage in any hedging or other transaction or arrangement (including, without
limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that
reasonably could be expected to, lead to or result in a sale or disposition (whether by the Optionee or a Transferee or someone other than the Optionee or a Transferee), or a transfer of any of the economic consequences of ownership of such
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock, the common stock or share capital of the SPAC or other securities, in cash or otherwise (such restriction, the “Market Stand-Off”). The Market Stand-Off shall in any event terminate two years after the date of (a) the consummation of the Company’s first sale of Stock or other
securities pursuant to a registration statement under the Securities Act (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a
Securities and Exchange Commission Rule 145 transaction), (b) the consummation of a Liquidation Transaction, as that term is defined in the Company’s certificate of incorporation (as amended and/or restated from time to time), (c) the initial
listing of the Stock (or other equity securities of the Company into which the Stock converts) on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors by means of an effective
registration statement under the Securities Act filed by the Company with the Securities and Exchange Commission, without a related underwritten offering of such Stock (or other equity securities), or (d) the consummation of a SPAC Transaction.
In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, 

  
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a recapitalization or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason
of such transaction distributed with respect to any Shares subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end
of the applicable stand-off period. The foregoing provisions of this Subsection (b) (I) shall apply only to the Initial Offering or SPAC Transaction, (II) shall not apply to the sale of any shares to
an underwriter pursuant to an underwriting agreement, (III) shall not apply to transactions relating to Stock or other securities acquired in the Initial Offering or in open market transactions in connection with or after completion of the
Initial Offering or SPAC Transaction, and (IV) shall not apply to a transfer by beneficiary designation, will or intestate succession or a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the
Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company and furnished to the Company and the
managing underwriter to be bound by all provisions of this Agreement. The underwriters in connection with the Initial Offering, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Subsection (b) and shall have the
right, power and authority to enforce the provisions hereof as though they were a party hereto. The Optionee and any Transferee further agrees to execute such agreements as may be reasonably requested by the underwriters (in connection with the
Initial Offering) and the SPAC (in connection with a SPAC Transaction) that are consistent with this Subsection (b) or that are necessary to give further effect thereto. 

(c) Investment Intent at Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be
acquired for investment, and not with a view to the sale or distribution thereof. 
 (d) Investment Intent at Exercise. In the event
that the sale of Shares under the Plan is not registered under the Securities Act but an exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that
the Shares being acquired upon exercising this option are being acquired for investment, and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its
counsel. 
 (e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legends: 

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH
THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE
SHARES AND CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

  
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 “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.” 

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive
legends as are required or deemed advisable under the provisions of any applicable law): 
 “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.” 
 (f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on
a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

 (g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this
Section 11 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION 12. ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or
substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 8(b) of the Plan. 

SECTION 13. MISCELLANEOUS PROVISIONS. 

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with
respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5. 

  
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 (b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which
rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 
 (c)
Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with
postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most
recently provided to the Company in accordance with this Subsection (c). 
 (d) Modifications and Waivers. No provision of this
Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(e) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties
hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof. 

(f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such
laws are applied to contracts entered into and performed in such State. 
 SECTION 14. ACKNOWLEDGEMENTS OF THE OPTIONEE. 

(a) Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or
the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant.
Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no
guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service
asserts that the valuation was too low. 

  
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 (b) Electronic Delivery of Documents. The Optionee agrees to accept by email all
documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange
Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it
shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of
internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents. 

(c) No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any
obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s
Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary
representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company. 
 SECTION 15.
DEFINITIONS. 
 (a) “Agreement” shall mean this Stock Option Agreement. 

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee
has been appointed, such Committee. 
 (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan. 

(e) “Company” shall mean Blend Labs, Inc., a Delaware corporation. 

(f) “Consultant” shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the
Securities Act. 
 (g) “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which
date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service. 

  
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 (h) “Disability” shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment. 
 (i) “Employee” shall
mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
 (j)
“Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant. 

(k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith.
Such determination shall be conclusive and binding on all persons. 
 (l) “Immediate Family” shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
and shall include adoptive relationships. 
 (m) “ISO” shall mean an employee incentive stock option described in
Section 422(b) of the Code. 
 (n) “Notice of Stock Option Grant” shall mean the document so entitled to which this
Agreement is attached. 
 (o) “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the
Code. 
 (p) “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company,
if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(s) “Plan” shall mean the Blend Labs, Inc. 2012 Stock Plan, as in effect on the Date of Grant. 

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is
being exercised. 
 (u) “Repurchase Period” shall mean a period of 90 consecutive days commencing on the date when the
Optionee’s Service terminates for any reason, including (without limitation) death or disability. 

  
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 (v) “Restricted Share” shall mean a Share that is subject to the Right of
Repurchase. 
 (w) “Right of First Refusal” shall mean the Company’s right of first refusal described in
Section 8. 
 (x) “Right of Repurchase” shall mean the Company’s right of repurchase described in Section 7.

 (y) “Securities Act” shall mean the Securities Act of 1933, as amended. 

(z) “Service” shall mean service as an Employee, Outside Director or Consultant. 

(aa) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable). 

(bb) “Stock” shall mean the Common Stock of the Company. 

(cc) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(dd) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under
this Agreement. 
 (ee) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in
Section 8. 

  
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 BLEND LABS, INC. 2012 STOCK
PLAN 
 NOTICE OF STOCK OPTION GRANT
(INSTALLMENT EXERCISE) 
 The Optionee has been granted the following option to purchase shares of the Common Stock of
Blend Labs, Inc.: 
  

			
	Name of Optionee:	  	«Name»
		
	Total Number of Shares:	  	«TotalShares»
		
	Type of Option:	  	«ISO» Incentive Stock Option (ISO)
		
		  	«NSO» Nonstatutory Stock Option (NSO)
		
	Exercise Price per Share:	  	$«PricePerShare»
		
	Date of Grant:	  	«DateGrant»
		
	Date Exercisable:	  	This option may be exercised with respect to the first «Percent»% of the Shares subject to this option when the Optionee completes «CliffPeriod» months of continuous Service beginning with the Vesting
Commencement Date set forth below. This option may be exercised with respect to an additional «Fraction»% of the Shares subject to this option when the Optionee completes each month of continuous Service thereafter.
		
	Vesting Commencement Date:	  	«VestComDate»
		
	Expiration Date:	  	«ExpDate». This option expires earlier if the Optionee’s Service terminates earlier, as provided in Section 6 of the Stock Option Agreement, or if the Company engages in certain corporate transactions, as
provided in Section 8(b) of the Plan.

 By signing below, the Optionee and the Company agree that this option is granted under, and governed by the terms and
conditions of, the 2012 Stock Plan and the Stock Option Agreement. Both of these documents are attached to, and made a part of, this Notice of Stock Option Grant. Section 13 of the Stock Option Agreement includes important
acknowledgements of the Optionee. 
  

							
	OPTIONEE:	 		 	BLEND LABS, INC.
				
	  
	 	                    	 	By:	 	  

		 		 	Title:	 	


  
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 THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. 
 BLEND LABS, INC. 2012
STOCK PLAN: 
 STOCK OPTION AGREEMENT
(INSTALLMENT EXERCISE) 
 SECTION 1. GRANT OF OPTION. 

(a) Option. On the terms and conditions set forth in the Notice of Stock Option Grant and this Agreement, the Company grants to
the Optionee on the Date of Grant the option to purchase at the Exercise Price the number of Shares set forth in the Notice of Stock Option Grant. The Exercise Price is agreed to be at least 100% of the Fair Market Value per Share on the Date of
Grant (110% of Fair Market Value if this option is designated as an ISO in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). This option is intended to be an ISO or an NSO, as provided in the Notice of Stock Option Grant.

 (b) $100,000 Limitation. Even if this option is designated as an ISO in the Notice of Stock Option Grant, it shall be deemed to be
an NSO to the extent (and only to the extent) required by the $100,000 annual limitation under Section 422(d) of the Code. 
 (c)
Stock Plan and Defined Terms. This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are
defined in Section 14 of this Agreement. 
 SECTION 2. RIGHT TO EXERCISE. 

(a) Exercisability. Subject to Subsection (b) below and the other conditions set forth in this Agreement, all or part of this
option may be exercised prior to its expiration at the time or times set forth in the Notice of Stock Option Grant. 
 (b) Stockholder
Approval. Any other provision of this Agreement notwithstanding, no portion of this option shall be exercisable at any time prior to the approval of the Plan by the Company’s stockholders. 

SECTION 3. NO TRANSFER OR ASSIGNMENT OF OPTION. 

Except as otherwise provided in this Agreement, this option and the rights and privileges conferred hereby shall not be sold, pledged or
otherwise transferred (whether by operation of law or otherwise) and shall not be subject to sale under execution, attachment, levy or similar process. 

  
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 SECTION 4. EXERCISE PROCEDURES. 

(a) Notice of Exercise. The Optionee or the Optionee’s representative may exercise this option by giving written notice to the
Company pursuant to Section 12(c). The notice shall specify the election to exercise this option, the number of Shares for which it is being exercised and the form of payment. The person exercising this option shall sign the notice. In the
event that this option is being exercised by the representative of the Optionee, the notice shall be accompanied by proof (satisfactory to the Company) of the representative’s right to exercise this option. The Optionee or the Optionee’s
representative shall deliver to the Company, at the time of giving the notice, payment in a form permissible under Section 5 for the full amount of the Purchase Price. 

(b) Issuance of Shares. After receiving a proper notice of exercise, the Company shall cause to be issued one or more certificates
evidencing the Shares for which this option has been exercised. Such Shares shall be registered (i) in the name of the person exercising this option, (ii) in the names of such person and his or her spouse as community property or as joint
tenants with the right of survivorship or (iii) with the Company’s consent, in the name of a revocable trust. The Company shall cause such certificates to be delivered to or upon the order of the person exercising this option. 

(c) Withholding Taxes. In the event that the Company determines that it is required to withhold any tax as a result of the exercise of
this option, the Optionee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all withholding requirements. The Optionee shall also make arrangements satisfactory to the Company
to enable it to satisfy any withholding requirements that may arise in connection with the disposition of Shares purchased by exercising this option. 

SECTION 5. PAYMENT FOR STOCK. 
 (a)
Cash. All or part of the Purchase Price may be paid in cash or cash equivalents. 
 (b) Surrender of Stock. At the discretion
of the Board of Directors, all or any part of the Purchase Price may be paid by surrendering, or attesting to the ownership of, Shares that are already owned by the Optionee. Such Shares shall be surrendered to the Company in good form for transfer
and shall be valued at their Fair Market Value as of the date when this option is exercised. 
 (c) Exercise/Sale. All or part of the
Purchase Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales proceeds to
the Company. However, payment pursuant to this Subsection (c) shall be permitted only if (i) Stock then is publicly traded and (ii) such payment does not violate applicable law. 

SECTION 6. TERM AND EXPIRATION. 
 (a)
Basic Term. This option shall in any event expire on the expiration date set forth in the Notice of Stock Option Grant, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO
in the Notice of Stock Option Grant and Section 3(b) of the Plan applies). 

  
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 (b) Termination of Service (Except by Death). If the Optionee’s Service
terminates for any reason other than death, then this option shall expire on the earliest of the following occasions: 
 (i)
The expiration date determined pursuant to Subsection (a) above; 
 (ii) The date three months after the termination of
the Optionee’s Service for any reason other than Disability; or 
 (iii) The date six months after the termination of
the Optionee’s Service by reason of Disability. 
 The Optionee may exercise all or part of this option at any time before its expiration under the
preceding sentence, but only to the extent that this option had become exercisable before the Optionee’s Service terminated. When the Optionee’s Service terminates, this option shall expire immediately with respect to the number of Shares
for which this option is not yet exercisable. In the event that the Optionee dies after termination of Service but before the expiration of this option, all or part of this option may be exercised (prior to expiration) by the executors or
administrators of the Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the
Optionee’s Service terminated. 
 (c) Death of the Optionee. If the Optionee dies while in Service, then this option shall expire
on the earlier of the following dates: 
 (i) The expiration date determined pursuant to Subsection (a) above; or 

(ii) The date 12 months after the Optionee’s death. 

All or part of this option may be exercised at any time before its expiration under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired this option directly from the Optionee by beneficiary designation, bequest or inheritance, but only to the extent that this option had become exercisable before the Optionee’s death. When
the Optionee dies, this option shall expire immediately with respect to the number of Shares for which this option is not yet exercisable. 

(d) Part-Time Employment and Leaves of Absence. If the Optionee commences working on a part-time basis, then the Company may adjust the
vesting schedule set forth in the Notice of Stock Option Grant. If the Optionee goes on a leave of absence, then the Company may adjust the vesting schedule set forth in the Notice of Stock Option Grant in accordance with the Company’s leave of
absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue for any purpose under this Agreement while the Optionee is on a bona fide leave of absence, if (i) such leave
was approved by the Company in writing and (ii) continued crediting of Service for such purpose is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall be deemed to terminate when such
leave ends, unless the Optionee immediately returns to active work. 

  
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 (e) Notice Concerning ISO Treatment. Even if this option is designated as an ISO in
the Notice of Stock Option Grant, it ceases to qualify for favorable tax treatment as an ISO to the extent that it is exercised: 

(i) More than three months after the date when the Optionee ceases to be an Employee for any reason other than death or
permanent and total disability (as defined in Section 22(e)(3) of the Code); 
 (ii) More than 12 months after the date
when the Optionee ceases to be an Employee by reason of permanent and total disability (as defined in Section 22(e)(3) of the Code); or 

(iii) More than three months after the date when the Optionee has been on a leave of absence for 90 days, unless the
Optionee’s reemployment rights following such leave were guaranteed by statute or by contract. 
 SECTION 7. RIGHT OF FIRST REFUSAL. 

(a) Right of First Refusal. In the event that the Optionee proposes to sell, pledge or otherwise transfer to a third party any Shares
acquired under this Agreement, or any interest in such Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Shares. If the Optionee desires to transfer Shares acquired under this Agreement,
the Optionee shall give a written Transfer Notice to the Company describing fully the proposed transfer, including the number of Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Transferee and
proof satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Optionee and by the proposed Transferee and must
constitute a binding commitment of both parties to the transfer of the Shares. The Company shall have the right to purchase all, and not less than all, of the Shares on the terms of the proposal described in the Transfer Notice (subject, however, to
any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company. 

(b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after the date when it received
the Transfer Notice, the Optionee may, not later than 90 days following receipt of the Transfer Notice by the Company, conclude a transfer of the Shares subject to the Transfer Notice on the terms and conditions described in the Transfer
Notice, provided that any such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Optionee is bound. Any proposed transfer on terms and
conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by the Optionee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in


  
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Subsection (a) above. If the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Shares on the terms set forth in the Transfer Notice within
60 days after the date when the Company received the Transfer Notice (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Shares
was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Shares with cash or cash equivalents equal to the present value of the consideration described in the
Transfer Notice. 
 (c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a
sale of all or substantially all of the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash equivalents)
that are by reason of such transaction exchanged for, or distributed with respect to, any Shares subject to this Section 7 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect the exchange or
distribution of such securities or property shall be made to the number and/or class of the Shares subject to this Section 7. 
 (d)
Termination of Right of First Refusal. Any other provision of this Section 7 notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Optionee desires to transfer Shares, the Company
shall have no Right of First Refusal, and the Optionee shall have no obligation to comply with the procedures prescribed by Subsections (a) and (b) above. 

(e) Permitted Transfers. This Section 7 shall not apply to (i) a transfer by beneficiary designation, will or intestate
succession or (ii) a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of the Optionee’s Immediate Family, provided
in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Optionee transfers any Shares acquired under this Agreement, either under this Subsection (e) or
after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Transferee to the same extent as to the Optionee. 

(f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in
this Agreement, the consideration for the Shares to be purchased in accordance with this Section 7, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than
the right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been
delivered as required by this Agreement. 

  
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 (g) Assignment of Right of First Refusal. The Board of Directors may freely assign
the Company’s Right of First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 7. 

SECTION 8. LEGALITY OF INITIAL ISSUANCE. 

No Shares shall be issued upon the exercise of this option unless and until the Company has determined that: 

(a) It and the Optionee have taken any actions required to register the Shares under the Securities Act or to perfect an
exemption from the registration requirements thereof; 
 (b) Any applicable listing requirement of any stock exchange or
other securities market on which Stock is listed has been satisfied; and 
 (c) Any other applicable provision of federal,
State or foreign law has been satisfied. 
 SECTION 9. NO REGISTRATION RIGHTS. 

The Company may, but shall not be obligated to, register or qualify the sale of Shares under the Securities Act or any other applicable law.
The Company shall not be obligated to take any affirmative action in order to cause the sale of Shares under this Agreement to comply with any law. 

SECTION 10. RESTRICTIONS ON TRANSFER OF SHARES. 

(a) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the
Securities Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act,
the securities laws of any State or any other law. Further, unless the Stock is readily tradeable on an established securities market, the transfer of any of the Shares acquired pursuant to this Agreement (or any interest therein) shall, at the
Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer agreement prescribed by the Company and (ii) payment of a transfer fee. In addition, any Shares acquired pursuant to this
Agreement shall be subject to the transfer restrictions in Article XI of the Company’s Bylaws, as amended, in addition to, and not in limitation of, any transfer restrictions imposed by this Agreement, including without limitation Sections 7
hereof and this Section 10. 

  
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 (b) Market Stand-Off. The Optionee or a
Transferee hereby agrees that he, she or it will not, without the prior written consent of the managing underwriter (in connection with the Company’s first firm commitment underwritten public offering of its Stock on Form S-1 under the Securities Act (the “Initial Offering”)) or the Company as unanimously approved by the Board of Directors (in connection with the Company’s consummation of a merger, consolidation, share
exchange or similar transaction or series of transactions with a publicly-traded “special purpose acquisition company or its subsidiary (collectively, a “SPAC”) in which the common stock (or similar securities) of the SPAC or its
successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, immediately following the consummation of such transaction or series of transactions (such
transaction or series of related transactions, the “SPAC Transaction”)), during the period commencing on the date of (a) the effectiveness of the registration statement for the Initial Offering or (b) the closing of the SPAC
Transaction, and ending on the date specified by the managing underwriter (for the Initial Offering) or the Company as unanimously approved by the Board of Directors (for a SPAC Transaction) (such period not to exceed one hundred eighty
(180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or
indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (or, in the case of a SPAC Transaction, any shares of the common stock or other share capital of the SPAC or any securities convertible into
or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital received in exchange for or as consideration in respect of any shares of Stock or any securities convertible into or exercisable or exchangeable for
Stock (“SPAC Securities”)) held immediately prior to consummation of the Initial Offering or acquired in connection with the SPAC Transaction, or (ii) engage in any hedging or other transaction or arrangement (including, without
limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) that is designed to, or that
reasonably could be expected to, lead to or result in a sale or disposition (whether by the Optionee or a Transferee or someone other than the Optionee or a Transferee), or a transfer of any of the economic consequences of ownership of such
securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock, the common stock or share capital of the SPAC or other securities, in cash or otherwise (such restriction, the “Market Stand-Off”). The Market Stand-Off shall in any event terminate two years after the date of (a) the consummation of the Company’s first sale of Stock or other
securities pursuant to a registration statement under the Securities Act (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a
Securities and Exchange Commission Rule 145 transaction), (b) the consummation of a Liquidation Transaction, as that term is defined in the Company’s certificate of incorporation (as amended and/or restated from time to time), (c) the initial
listing of the Stock (or other equity securities of the Company into which the Stock converts) on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors by means of an effective
registration statement under the Securities Act filed by the Company with the Securities and Exchange Commission, without a related underwritten offering of such Stock (or other equity securities), or (d) the consummation of a SPAC Transaction.
In the event of the 

  
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declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares subject to the Market
Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The
foregoing provisions of this Subsection (b) (I) shall apply only to the Initial Offering or SPAC Transaction, (II) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (III) shall not
apply to transactions relating to Stock or other securities acquired in the Initial Offering or in open market transactions in connection with or after completion of the Initial Offering or SPAC Transaction, and (IV) shall not apply to a
transfer by beneficiary designation, will or intestate succession or a transfer to one or more members of the Optionee’s Immediate Family or to a trust established by the Optionee for the benefit of the Optionee and/or one or more members of
the Optionee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company and furnished to the Company and the managing underwriter to be bound by all provisions of this Agreement. The
underwriters in connection with the Initial Offering, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Subsection (b) and shall have the right, power and authority to enforce the provisions hereof as though
they were a party hereto. The Optionee and any Transferee further agrees to execute such agreements as may be reasonably requested by the underwriters (in connection with the Initial Offering) and the SPAC (in connection with a SPAC Transaction)
that are consistent with this Subsection (b) or that are necessary to give further effect thereto. 
 (c) Investment Intent at
Grant. The Optionee represents and agrees that the Shares to be acquired upon exercising this option will be acquired for investment, and not with a view to the sale or distribution thereof. 

(d) Investment Intent at Exercise. In the event that the sale of Shares under the Plan is not registered under the Securities Act but an
exemption is available that requires an investment representation or other representation, the Optionee shall represent and agree at the time of exercise that the Shares being acquired upon exercising this option are being acquired for investment,
and not with a view to the sale or distribution thereof, and shall make such other representations as are deemed necessary or appropriate by the Company and its counsel. 

(e) Legends. All certificates evidencing Shares purchased under this Agreement shall bear the following legends: 

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN
COMPLIANCE WITH THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED
TRANSFER OF THE SHARES. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

  
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 “THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.” 

All certificates evidencing Shares purchased under this Agreement in an unregistered transaction shall bear the following legend (and such other restrictive
legends as are required or deemed advisable under the provisions of any applicable law): 
 “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.” 
 (f) Removal of Legends. If, in the opinion of the Company and its counsel, any legend placed on
a stock certificate representing Shares sold under this Agreement is no longer required, the holder of such certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but without such legend.

 (g) Administration. Any determination by the Company and its counsel in connection with any of the matters set forth in this
Section 10 shall be conclusive and binding on the Optionee and all other persons. 
 SECTION 11. ADJUSTMENT OF SHARES. 

In the event of any transaction described in Section 8(a) of the Plan, the terms of this option (including, without limitation, the number
and kind of Shares subject to this option and the Exercise Price) shall be adjusted as set forth in Section 8(a) of the Plan. In the event that the Company is a party to a merger or consolidation or in the event of a sale of all or
substantially all of the Company’s stock or assets, this option shall be subject to the treatment provided by the Board of Directors in its sole discretion, as provided in Section 8(b) of the Plan. 

SECTION 12. MISCELLANEOUS PROVISIONS. 

(a) Rights as a Stockholder. Neither the Optionee nor the Optionee’s representative shall have any rights as a stockholder with
respect to any Shares subject to this option until the Optionee or the Optionee’s representative becomes entitled to receive such Shares by filing a notice of exercise and paying the Purchase Price pursuant to Sections 4 and 5. 

  
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 (b) No Retention Rights. Nothing in this option or in the Plan shall confer upon the
Optionee any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Parent or Subsidiary employing or retaining the Optionee) or of the Optionee, which
rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without cause. 
 (c)
Notice. Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery, (ii) deposit with the United States Postal Service, by registered or certified mail, with
postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company at its principal executive office and to the Optionee at the address that he or she most
recently provided to the Company in accordance with this Subsection (c). 
 (d) Modifications and Waivers. No provision of this
Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Optionee and by an authorized officer of the Company (other than the Optionee). No waiver by either party of any
breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 

(e) Entire Agreement. The Notice of Stock Option Grant, this Agreement and the Plan constitute the entire contract between the parties
hereto with regard to the subject matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof. 

(f) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such
laws are applied to contracts entered into and performed in such State. 
 SECTION 13. ACKNOWLEDGEMENTS OF THE OPTIONEE. 

(a) Tax Consequences. The Optionee agrees that the Company does not have a duty to design or administer the Plan or its other
compensation programs in a manner that minimizes the Optionee’s tax liabilities. The Optionee shall not make any claim against the Company or its Board of Directors, officers or employees related to tax liabilities arising from this option or
the Optionee’s other compensation. In particular, the Optionee acknowledges that this option is exempt from Section 409A of the Code only if the Exercise Price is at least equal to the Fair Market Value per Share on the Date of Grant.
Since Shares are not traded on an established securities market, the determination of their Fair Market Value is made by the Board of Directors or by an independent valuation firm retained by the Company. The Optionee acknowledges that there is no
guarantee in either case that the Internal Revenue Service will agree with the valuation, and the Optionee shall not make any claim against the Company or its Board of Directors, officers or employees in the event that the Internal Revenue Service
asserts that the valuation was too low. 

  
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 (b) Electronic Delivery of Documents. The Optionee agrees to accept by email all
documents relating to the Company, the Plan or this option and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange
Commission). The Optionee also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it
shall notify the Optionee by email of their availability. The Optionee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of
internet access may interfere with his or her ability to access the documents. This consent shall remain in effect until this option expires or until the Optionee gives the Company written notice that it should deliver paper documents. 

(c) No Notice of Expiration Date. The Optionee agrees that the Company and its officers, employees, attorneys and agents do not have any
obligation to notify him or her prior to the expiration of this option pursuant to Section 6, regardless of whether this option will expire at the end of its full term or on an earlier date related to the termination of the Optionee’s
Service. The Optionee further agrees that he or she has the sole responsibility for monitoring the expiration of this option and for exercising this option, if at all, before it expires. This Subsection (c) shall supersede any contrary
representation that may have been made, orally or in writing, by the Company or by an officer, employee, attorney or agent of the Company. 
 SECTION 14.
DEFINITIONS. 
 (a) “Agreement” shall mean this Stock Option Agreement. 

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee
has been appointed, such Committee. 
 (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan. 

(e) “Company” shall mean Blend Labs, Inc., a Delaware corporation. 

(f) “Consultant” shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the
Company, a Parent or a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the
Securities Act. 
 (g) “Date of Grant” shall mean the date of grant specified in the Notice of Stock Option Grant, which
date shall be the later of (i) the date on which the Board of Directors resolved to grant this option or (ii) the first day of the Optionee’s Service. 

  
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 (h) “Disability” shall mean that the Optionee is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment. 
 (i) “Employee” shall
mean any individual who is a common-law employee of the Company, a Parent or a Subsidiary. 
 (j)
“Exercise Price” shall mean the amount for which one Share may be purchased upon exercise of this option, as specified in the Notice of Stock Option Grant. 

(k) “Fair Market Value” shall mean the fair market value of a Share, as determined by the Board of Directors in good faith.
Such determination shall be conclusive and binding on all persons. 
 (l) “Immediate Family” shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law
and shall include adoptive relationships. 
 (m) “ISO” shall mean an employee incentive stock option described in
Section 422(b) of the Code. 
 (n) “Notice of Stock Option Grant” shall mean the document so entitled to which this
Agreement is attached. 
 (o) “NSO” shall mean a stock option not described in Section 422(b) or 423(b) of the
Code. 
 (p) “Optionee” shall mean the person named in the Notice of Stock Option Grant. 

(q) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(r) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company,
if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(s) “Plan” shall mean the Blend Labs, Inc. 2012 Stock Plan, as in effect on the Date of Grant. 

(t) “Purchase Price” shall mean the Exercise Price multiplied by the number of Shares with respect to which this option is
being exercised. 
 (u) “Right of First Refusal” shall mean the Company’s right of first refusal described in
Section 7. 

  
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 (v) “Securities Act” shall mean the Securities Act of 1933, as amended.

 (w) “Service” shall mean service as an Employee, Outside Director or Consultant. 

(x) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable). 

(y) “Stock” shall mean the Common Stock of the Company. 

(z) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(aa) “Transferee” shall mean any person to whom the Optionee has directly or indirectly transferred any Share acquired under
this Agreement. 
 (bb) “Transfer Notice” shall mean the notice of a proposed transfer of Shares described in
Section 7. 

  
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 BLEND LABS, INC. 2012 STOCK
PLAN: 
 SUMMARY OF STOCK GRANT (FOR
SERVICES) 
 The Transferee is acquiring shares of the Common Stock of Blend Labs, Inc. on the following terms: 

 

			
	Name of Transferee:	  	«Name»
		
	Total Number of Transferred Shares:	  	«TotalShares»
		
	Date of Transfer:	  	«DateTransfer»
		
	Vesting Commencement Date:	  	«VestComDate»
		
	Vesting Schedule:	  	The Forfeiture Condition shall lapse with respect to the first «Percent»% of the Transferred Shares when the Transferee completes «CliffPeriod» months of continuous Service beginning with the Vesting
Commencement Date set forth above. The Forfeiture Condition shall lapse with respect to an additional «Fraction»% of the Transferred Shares when the Transferee completes each month of continuous Service thereafter.


 By signing below, the Transferee and the Company agree that the acquisition of the Transferred Shares is governed by the
terms and conditions of the 2012 Stock Plan and the Stock Grant Agreement. Both of these documents are attached to, and made a part of, this Summary of Stock Grant. The Transferee agrees to accept by email all documents relating to the Company, the
Plan or this grant and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). The Transferee also agrees that
the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify the Transferee by email of their
availability. The Transferee acknowledges that he or she may incur costs in connection with electronic delivery, including the cost of accessing the internet and printing fees, and that an interruption of internet access may interfere with his or
her ability to access the documents. This consent shall remain in effect until the Transferee gives the Company written notice that it should deliver paper documents. 
  

							
	TRANSFEREE:	  		  	BLEND LABS, INC.
				
	  
	  		  	By:	  	  

	Address for Mailing Stock Certificate:	  		  	Title:	  	  

	  
	  		  		  	
	  
	  		  		  	


  
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 BLEND LABS, INC. 2012 STOCK
PLAN: 
 STOCK GRANT AGREEMENT (FOR
SERVICES) 
 SECTION 1. ACQUISITION OF SHARES. 

(a) Transfer. On the terms and conditions set forth in the Summary of Stock Grant and this Agreement, the Company agrees to transfer to the Transferee
the number of Shares set forth in the Summary of Stock Grant. The transfer shall occur at the offices of the Company on the date of transfer set forth in the Summary of Stock Grant or at such other place and time as the parties may agree. 

(b) Consideration. The Transferee and the Company agree that the Transferred Shares are being issued to the Transferee as consideration for a
portion of the services performed by the Transferee for the Company. The value of such portion is agreed to be not less than 100% of the Fair Market Value of the Transferred Shares. 

(c) Stock Plan and Defined Terms. The transfer of the Transferred Shares is subject to the Plan, a copy of which the Transferee acknowledges having
received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 12 of this Agreement. 

SECTION 2. FORFEITURE CONDITION. 
 (a) Scope of
Forfeiture Condition. All Transferred Shares initially shall be Restricted Shares and shall be subject to forfeiture to the Company. The Transferee shall not transfer, assign, encumber or otherwise dispose of any Restricted Shares without the
Company’s written consent, except as provided in the following sentence. The Transferee may transfer Restricted Shares to one or more members of the Transferee’s Immediate Family or to a trust established by the Transferee for the benefit
of the Transferee and/or one or more members of the Transferee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the
Transferee transfers any Restricted Shares, then this Agreement shall apply to the Subsequent Transferee to the same extent as to the Transferee. 
 (b)
Vesting. The Forfeiture Condition shall lapse and the Restricted Shares shall become vested in accordance with the vesting schedule set forth in the Summary of Stock Grant. 

(c) Execution of Forfeiture. The Forfeiture Condition shall be applicable only if the Transferee’s Service terminates for any reason, with or
without cause, including (without limitation) death or disability, before all Restricted Shares have become vested. In the event that the Transferee’s Service terminates for any reason, the certificate(s) representing any remaining Restricted
Shares shall be delivered to the Company. The Company shall make no payment for Restricted Shares that are forfeited. 












 (d) Additional Shares or Substituted Securities. In the event of the declaration of a stock dividend,
the declaration of an extraordinary dividend payable in a form other than stock, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as an ordinary cash dividend) which are by reason of such transaction
distributed with respect to any Restricted Shares or into which such Restricted Shares thereby become convertible shall immediately be subject to the Forfeiture Condition. Appropriate adjustments to reflect the distribution of such securities or
property shall be made to the number and/or class of the Restricted Shares. 
 (e) Termination of Rights as Stockholder. If Restricted Shares are
forfeited in accordance with this Section 2, then the person who is to forfeit such Restricted Shares shall no longer have any rights as a holder of such Restricted Shares. Such Restricted Shares shall be deemed to have been forfeited in
accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered as required by this Agreement. 
 (f)
Escrow. Upon issuance, the certificates for Restricted Shares shall be deposited in escrow with the Company to be held in accordance with the provisions of this Agreement. Any new, substituted or additional securities or other property
described in Subsection (d) above shall immediately be delivered to the Company to be held in escrow, but only to the extent the Transferred Shares are at the time Restricted Shares. All regular cash dividends on Restricted Shares (or other
securities at the time held in escrow) shall be paid directly to the Transferee and shall not be held in escrow. Restricted Shares, together with any other assets or securities held in escrow hereunder, shall be (i) surrendered to the Company
for forfeiture and cancellation in the event that the Forfeiture Condition or Right of First Refusal applies or (ii) released to the Transferee upon the Transferee’s request to the extent the Transferred Shares are no longer Restricted
Shares (but not more frequently than once every six months). In any event, all Transferred Shares that have vested (and any other vested assets and securities attributable thereto) shall be released within 60 days after the earlier of (i) the
termination of the Transferee’s Service or (ii) the lapse of the Right of First Refusal. 
 (g) Part-Time Employment and Leaves of Absence.
If the Transferee commences working on a part-time basis, then the Company may adjust the vesting schedule set forth in the Summary of Stock Grant. If the Transferee goes on a leave of absence, then the Company may adjust the vesting schedule set
forth in the Summary of Stock Grant in accordance with the Company’s leave of absence policy or the terms of such leave. Except as provided in the preceding sentence, Service shall be deemed to continue while the Transferee is on a bona
fide leave of absence, if (i) such leave was approved by the Company in writing and (ii) continued crediting of Service is expressly required by the terms of such leave or by applicable law (as determined by the Company). Service shall
be deemed to terminate when such leave ends, unless the Transferee immediately returns to active work. 

  
 2 













 SECTION 3.    RIGHT OF FIRST REFUSAL. 

(a) Right of First Refusal. In the event that the Transferee proposes to sell, pledge or otherwise transfer to a third party any Transferred Shares, or
any interest in Transferred Shares, the Company shall have the Right of First Refusal with respect to all (and not less than all) of such Transferred Shares. If the Transferee desires to transfer Transferred Shares, the Transferee shall give a
written Transfer Notice to the Company describing fully the proposed transfer, including the number of Transferred Shares proposed to be transferred, the proposed transfer price, the name and address of the proposed Subsequent Transferee and proof
satisfactory to the Company that the proposed sale or transfer will not violate any applicable federal, State or foreign securities laws. The Transfer Notice shall be signed both by the Transferee and by the proposed Subsequent Transferee and must
constitute a binding commitment of both parties to the transfer of the Transferred Shares. The Company shall have the right to purchase all, and not less than all, of the Transferred Shares on the terms of the proposal described in the Transfer
Notice (subject, however, to any change in such terms permitted under Subsection (b) below) by delivery of a notice of exercise of the Right of First Refusal within 30 days after the date when the Transfer Notice was received by the Company.

 (b) Transfer of Shares. If the Company fails to exercise its Right of First Refusal within 30 days after receiving the Transfer Notice, the
Transferee may, not later than 90 days after the Company received the Transfer Notice, conclude a transfer of the Transferred Shares subject to the Transfer Notice on the terms and conditions described in the Transfer Notice, provided that any
such sale is made in compliance with applicable federal, State and foreign securities laws and not in violation of any other contractual restrictions to which the Transferee is bound. Any proposed transfer on terms and conditions different from
those described in the Transfer Notice, as well as any subsequent proposed transfer by the Transferee, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Subsection (a) above. If
the Company exercises its Right of First Refusal, the parties shall consummate the sale of the Transferred Shares on the terms set forth in the Transfer Notice within 60 days after the Company received the Transfer Notice (or within such longer
period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Transferred Shares was to be made in a form other than cash or cash equivalents paid at the time of
transfer, the Company shall have the option of paying for the Transferred Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice. 

(c) Additional or Exchanged Securities and Property. In the event of a merger or consolidation of the Company, a sale of all or substantially all of
the Company’s stock or assets, any other corporate reorganization, a stock split, the declaration of a stock dividend, the declaration of an extraordinary dividend payable in a form other than stock, a
spin-off, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding securities, any securities or other property (including cash or cash
equivalents) that are by reason of such transaction exchanged for, or distributed with respect to, any Transferred Shares subject to this Section 3 shall immediately be subject to the Right of First Refusal. Appropriate adjustments to reflect
the exchange or distribution of such securities or property shall be made to the number and/or class of the Transferred Shares subject to this Section 3. 

  
 3 













 (d) Termination of Right of First Refusal. Any other provision of this Section 3
notwithstanding, in the event that the Stock is readily tradable on an established securities market when the Transferee desires to transfer Transferred Shares, the Company shall have no Right of First Refusal, and the Transferee shall have no
obligation to comply with the procedures prescribed by Subsections (a) and (b) above. 
 (e) Permitted Transfers. This Section 3 shall
not apply to (i) a transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Transferee’s Immediate Family or to a trust established by the Transferee for the benefit of the
Transferee and/or one or more members of the Transferee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company to be bound by all provisions of this Agreement. If the Transferee
transfers any Transferred Shares, either under this Subsection (e) or after the Company has failed to exercise the Right of First Refusal, then this Agreement shall apply to the Subsequent Transferee to the same extent as to the Transferee.

 (f) Termination of Rights as Stockholder. If the Company makes available, at the time and place and in the amount and form provided in this
Agreement, the consideration for the Shares to be purchased in accordance with this Section 3, then after such time the person from whom such Shares are to be purchased shall no longer have any rights as a holder of such Shares (other than the
right to receive payment of such consideration in accordance with this Agreement). Such Shares shall be deemed to have been purchased in accordance with the applicable provisions hereof, whether or not the certificate(s) therefor have been delivered
as required by this Agreement. 
 (g) Assignment of Right of First Refusal. The Board of Directors may freely assign the Company’s Right of
First Refusal, in whole or in part. Any person who accepts an assignment of the Right of First Refusal from the Company shall assume all of the Company’s rights and obligations under this Section 3. 

SECTION 4.    OTHER RESTRICTIONS ON TRANSFER. 

(a) Transferee Representations. In connection with the issuance and acquisition of Shares under this Agreement, the Transferee hereby represents and
warrants to the Company as follows: 
 (i) The Transferee is acquiring and will hold the Transferred Shares for investment
for his or her account only and not with a view to, or for resale in connection with, any “distribution” thereof within the meaning of the Securities Act. 

(ii) The Transferee understands that the Transferred Shares have not been registered under the Securities Act by reason of a
specific exemption therefrom and that the Transferred Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or the Transferee obtains an opinion of counsel, in form and substance satisfactory to the
Company and its counsel, that such registration is not required. The Transferee further acknowledges and understands that the Company is under no obligation to register the Transferred Shares. 

  
 4 













 (iii) The Transferee is aware of the adoption of Rule 144 by the
Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including
(without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited
“broker’s transaction,” and the amount of securities being sold during any three-month period not exceeding specified limitations. The Transferee acknowledges and understands that the conditions
for resale set forth in Rule 144 have not been satisfied and that the Company has no plans to satisfy these conditions in the foreseeable future. 

(iv) The Transferee will not sell, transfer or otherwise dispose of the Transferred Shares in violation of the Securities Act,
the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Transferee agrees that he or she will not dispose of the Transferred Shares unless and until he or she has complied with
all requirements of this Agreement applicable to the disposition of Transferred Shares and he or she has provided the Company with written assurances, in substance and form satisfactory to the Company, that (A) the proposed disposition does not
require registration of the Transferred Shares under the Securities Act or all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from registration available under the
Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in the contravention of any transfer restrictions applicable to the Transferred Shares under applicable state law. 

(v) The Transferee has been furnished with, and has had access to, such information as he or she considers necessary or
appropriate for deciding whether to invest in the Transferred Shares, and the Transferee has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the Transferred Shares. 

(vi) The Transferee is aware that his or her investment in the Company is a speculative investment that has limited liquidity
and is subject to the risk of complete loss. The Transferee is able, without impairing his or her financial condition, to hold the Transferred Shares for an indefinite period and to suffer a complete loss of his or her investment in the Transferred
Shares. 
 (b) Transfer Restrictions. Regardless of whether the offering and sale of Shares under the Plan have been registered under the Securities
Act or have been registered or qualified under the securities laws of any State, the Company at its discretion may impose restrictions upon the sale, pledge or other transfer of the Transferred Shares (including the placement of appropriate legends
on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions are necessary or desirable in order to achieve compliance with the Securities Act,
the securities laws of any State or any other law. Further, unless the Shares are readily tradeable on an established securities market, the transfer of any of the Shares 

  
 5 













 
acquired pursuant to this Agreement (or any interest therein) shall, at the Company’s request, be conditioned upon (i) effecting such transfer pursuant to a form of stock transfer
agreement prescribed by the Company and (ii) payment of a transfer fee. In addition, any Shares acquired pursuant to this Agreement shall be subject to the transfer restrictions in Article XI of the Company’s Bylaws, as amended, in
addition to, and not in limitation of, any transfer restrictions imposed by this Agreement. 
 (c) Market
Stand-Off. The Transferee or a Subsequent Transferee hereby agrees that he, she or it will not, without the prior written consent of the managing underwriter (in connection with the Company’s first
firm commitment underwritten public offering of its Stock on Form S-1 under the Securities Act (the “Initial Offering”)) or the Company as unanimously approved by the Board of Directors (in
connection with the Company’s consummation of a merger, consolidation, share exchange or similar transaction or series of transactions with a publicly-traded “special purpose acquisition company or its subsidiary (collectively, a
“SPAC”) in which the common stock (or similar securities) of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors,
immediately following the consummation of such transaction or series of transactions (such transaction or series of related transactions, the “SPAC Transaction”)), during the period commencing on the date of (a) the effectiveness of
the registration statement for the Initial Offering or (b) the closing of the SPAC Transaction, and ending on the date specified by the managing underwriter (for the Initial Offering) or the Company as unanimously approved by the Board of
Directors (for a SPAC Transaction) (such period not to exceed one hundred eighty (180) days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (or, in the case of a SPAC Transaction, any shares of the
common stock or other share capital of the SPAC or any securities convertible into or exercisable or exchangeable, directly or indirectly, for such common stock or other share capital received in exchange for or as consideration in respect of any
shares of Stock or any securities convertible into or exercisable or exchangeable for Stock (“SPAC Securities”)) held immediately prior to consummation of the Initial Offering or acquired in connection with the SPAC Transaction, or
(ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative
transaction or instrument, however described or defined) that is designed to, or that reasonably could be expected to, lead to or result in a sale or disposition (whether by the Transferee or a Subsequent Transferee or someone other than the
Transferee or a Subsequent Transferee), or a transfer of any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Stock, the common
stock or share capital of the SPAC or other securities, in cash or otherwise (such restriction, the “Market Stand-Off”). The Market Stand-Off shall in any
event terminate two years after the date of (a) the consummation of the Company’s first sale of Stock or other securities pursuant to a registration statement under the Securities Act (other than a registration statement relating either to
sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a Securities and Exchange Commission Rule 145 transaction), (b) the consummation of a Liquidation Transaction, as that term is defined in
the Company’s certificate of incorporation (as amended and/or restated from time to time), (c) the initial listing of the 

  
 6 













 
Stock (or other equity securities of the Company into which the Stock converts) on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of
Directors by means of an effective registration statement under the Securities Act filed by the Company with the Securities and Exchange Commission, without a related underwritten offering of such Stock (or other equity securities), or (d) the
consummation of a SPAC Transaction. In the event of the declaration of a stock dividend, a spin-off, a stock split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the
Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Transferred Shares subject to the Market Stand-Off, or into which such Transferred Shares thereby become convertible, shall immediately be subject to the Market Stand-Off. In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to the Shares acquired under this Agreement until the end of the applicable stand-off period. The
foregoing provisions of this Subsection (b) (I) shall apply only to the Initial Offering or SPAC Transaction, (II) shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, (III) shall not
apply to transactions relating to Stock or other securities acquired in the Initial Offering or in open market transactions in connection with or after completion of the Initial Offering or SPAC Transaction, and (IV) shall not apply to a
transfer by beneficiary designation, will or intestate succession or (ii) a transfer to one or more members of the Transferee’s Immediate Family or to a trust established by the Transferee for the benefit of the Transferee and/or one or
more members of the Transferee’s Immediate Family, provided in either case that the Transferee agrees in writing on a form prescribed by the Company and furnished to the Company and the managing underwriter to be bound by all provisions of this
Agreement. The underwriters in connection with the Initial Offering, and the SPAC in a SPAC Transaction, are intended third-party beneficiaries of this Subsection (b) and shall have the right, power and authority to enforce the provisions
hereof as though they were a party hereto. The Transferee and any Subsequent Transferee further agrees to execute such agreements as may be reasonably requested by the underwriters (in connection with the Initial Offering) and the SPAC (in
connection with a SPAC Transaction) that are consistent with this Subsection (b) or that are necessary to give further effect thereto. 
 (d) Rights
of the Company. The Company shall not be required to (i) transfer on its books any Transferred Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Transferred Shares, or otherwise
to accord voting, dividend or liquidation rights to, any Subsequent Transferee to whom Transferred Shares have been transferred in contravention of this Agreement. 

SECTION 5.    SUCCESSORS AND ASSIGNS. 

Except as otherwise expressly provided to the contrary, the provisions of this Agreement shall inure to the benefit of, and be binding upon,
the Company and its successors and assigns and be binding upon the Transferee and the Transferee’s legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any such person has become a
party to this Agreement or has agreed in writing to join herein and to be bound by the terms, conditions and restrictions hereof. 

  
 7 













 SECTION 6.    NO RETENTION RIGHTS. 

Nothing in this Agreement or in the Plan shall confer upon the Transferee any right to continue providing services to the Company for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or of the Transferee, which rights are hereby expressly reserved by each, to terminate his or her service at any time and for any reason, with
or without cause. 
 SECTION 7. TAX ELECTION. 

The acquisition of the Transferred Shares may result in adverse tax consequences that may be avoided or mitigated by filing an election under
Code Section 83(b). Such election may be filed only within 30 days after the date of transfer set forth in the Summary of Stock Grant. The form for making the Code Section 83(b) election is attached to this Agreement as an Exhibit. The
Transferee should consult with his or her tax advisor to determine the tax consequences of acquiring the Transferred Shares and the advantages and disadvantages of filing the Code Section 83(b) election. The Transferee
acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if the Transferee requests the Company or its representatives to make this filing on his
or her behalf. 
 SECTION 8.    LEGENDS. 

All certificates evidencing Transferred Shares shall bear the following legends: 

“THE SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED OR IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH
THE TERMS OF A WRITTEN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE
SHARES AND IMPOSES CERTAIN FORFEITURE CONDITIONS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.” 

“THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR IN ANY MANNER DISPOSED OF,
EXCEPT IN COMPLIANCE WITH THE BYLAWS OF THE CORPORATION. COPIES OF THE BYLAWS OF THE CORPORATION MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.” 

  
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 “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

 If required by the authorities of any State in connection with the issuance of the Transferred Shares, the legend or legends required by such State
authorities shall also be endorsed on all such certificates. 
 SECTION 9.    NOTICE. 

Any notice required by the terms of this Agreement shall be given in writing. It shall be deemed effective upon (i) personal delivery,
(ii) deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or (iii) deposit with Federal Express Corporation, with shipping charges prepaid. Notice shall be addressed to the Company
at its principal executive office and to the Transferee at the address that he or she most recently provided to the Company in accordance with this Section 9. 

SECTION 10.    ENTIRE AGREEMENT. 

The Summary of Stock Grant, this Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject
matter hereof. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof. 

SECTION 11.    CHOICE OF LAW. 

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts
entered into and performed in such State. 
 SECTION 12.    DEFINITIONS. 

(a) “Agreement” shall mean this Stock Grant Agreement. 

(b) “Board of Directors” shall mean the Board of Directors of the Company, as constituted from time to time or, if a Committee has been
appointed, such Committee. 
 (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(d) “Committee” shall mean a committee of the Board of Directors, as described in Section 2 of the Plan. 

(e) “Company” shall mean Blend Labs, Inc., a Delaware corporation. 

(f) “Consultant” shall mean a person, excluding Employees and Outside Directors, who performs bona fide services for the Company, a Parent or
a Subsidiary as a consultant or advisor and who qualifies as a consultant or advisor under Rule 701(c)(1) of the Securities Act or under Instruction A.1.(a)(1) of Form S-8 under the Securities Act. 

  
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 (g) “Employee” shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary. 
 (h) “Fair Market Value” shall mean
the fair market value of a Share, as determined by the Board of Directors in good faith. Such determination shall be conclusive and binding on all persons. 

(i) “Forfeiture Condition” shall mean the forfeiture condition described in Section 2. 

(j) “Immediate Family” shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law or sister-in-law and shall include adoptive relationships. 

(k) “Outside Director” shall mean a member of the Board of Directors who is not an Employee. 

(l) “Parent” shall mean any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

(m) “Plan” shall mean the Blend Labs, Inc. 2012 Stock Plan, as amended. 

(n) “Restricted Share” shall mean a Transferred Share that is subject to the Forfeiture Condition. 

(o) “Right of First Refusal” shall mean the Company’s right of first refusal described in Section 3. 

(p) “Securities Act” shall mean the Securities Act of 1933, as amended. 

(q) “Service” shall mean service as an Employee, Outside Director or Consultant. 

(r) “Share” shall mean one share of Stock, as adjusted in accordance with Section 8 of the Plan (if applicable). 

(s) “Stock” shall mean the Common Stock of the Company. 

(t) “Subsequent Transferee” shall mean any person to whom the Transferee has directly or indirectly transferred any Transferred Shares. 

(u) “Subsidiary” shall mean any corporation (other than the Company) in an unbroken chain or corporations beginning with the Company, if each
of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 

  
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 (v) “Summary of Stock Grant” shall mean the document so entitled to which this Agreement is
attached. 
 (w) “Transferee” shall mean the individual named in the Summary of Stock Grant. 

(x) “Transfer Notice” shall mean the notice of a proposed transfer of Transferred Shares described in Section 3. 

(y) “Transferred Shares” shall mean the Shares acquired by the Transferee pursuant to this Agreement. 

  
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 EXHIBIT I 

SECTION 83(b) ELECTION 

This statement is made under Section 83(b) of the Internal Revenue Code of 1986, as amended, pursuant to Treasury Regulations Section 1.83-2. 
  

	 	(1)	 The taxpayer who performed the services is: 



 

	 	    	 Name:
                                        
                                         
                    


  

	 	    	 Address:
                                         
                                         
               


  

	 	    	
                       
                                         
                                         
        


  

	 	    	 Social Security No.:
                                 



 

	 	(2)	 The property with respect to which the election is made is ______ shares of the common stock of Blend Labs,
Inc. 


  

	 	(3)	 The property was transferred on __________ __, ____. 



 

	 	(4)	 The taxable year for which the election is made is the calendar year ____. 



 

	 	(5)	 The property is subject to forfeiture if for any reason taxpayer’s service with the issuer terminates. The
forfeiture condition lapses in a series of installments over a ____-year period ending on __________ __, ____. 


  

	 	(6)	 The fair market value of such property at the time of transfer (determined without regard to any restriction
other than a restriction that by its terms will never lapse) is $______ per share. 


  

	 	(7)	 No amount was paid for such property. 



 

	 	(8)	 A copy of this statement was furnished to Blend Labs, Inc., for whom taxpayer rendered the services underlying
the transfer of such property. 


  

	 	(9)	 This statement is executed on __________ __, ____. 



 

					
	  
 Spouse (if any)
	 	                    	  	  
 Taxpayer


 Within 30 days after the date of transfer, this election must be filed with the Internal Revenue Service Center where
the Transferee files his or her federal income tax returns. The filing should be made by registered or certified mail, return receipt requested. The Transferee must (a) file a copy of the completed form with his or her federal tax return for
the current tax year and (b) deliver an additional copy to the Company.