THIS WARRANT AND THE SHARES OF STOCK THAT MAY BE PURCHASED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT FOR DISTRIBUTION, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT). SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR HYPOTHECATED, OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTRATION UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH OFFER, SALE, PLEDGE, HYPOTHECATION, OR TRANSFER IN THE OPINION OF LEGAL COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
BLEND LABS, INC.
SERIES G PREFERRED STOCK WARRANT
Warrant No. 1
Date of Issuance: July 2, 2021
THIS CERTIFIES THAT, for value received, OR Lending LLC, OR Tech Lending LLC and OR BL LLC (collectively with certain of its affiliated funds or investment vehicles, the Holder), is entitled to subscribe for and purchase at the Exercise Price (defined below) from Blend Labs, Inc., a Delaware corporation (the Company), at the address set forth on the signature page hereto, up to a number of shares of the Series G Preferred Stock of the Company (the Preferred Stock) set forth below. This Warrant is issued under, and reflective of the 3:1 reverse stock split effected pursuant to, the Amended and Restated Certificate of Incorporation of the Company effective on and filed with the Secretary of State of Delaware July 2, 2021.
1. DEFINITIONS. As used herein, the following terms shall have the following respective meanings:
(a) Affiliate shall mean any person or entity who or which, directly or indirectly, controls, is controlled by, or is under common control with such entity, including, without limitation, any general partner, limited partner, officer, director or manager of such entity and any entity now or hereafter existing that is controlled by one or more general partners or managing members of, or is under common investment management with, such entity; provided that membership on an entitys board of directors shall not alone constitute control.
(b) Exercise Event shall mean a Liquidation Transaction as defined in the Companys Amended and Restated Certificate of Incorporation as in effect at the time of the Liquidation Transaction.
(c) Exercise Period shall mean the period commencing with the date of this Warrant (the Issue Date) and ending ten years from the Issue Date, unless terminated earlier as provided below.
(d) Exercise Price shall mean $13.827822 per share, subject to adjustment pursuant to Section 5 below.
(e) Exercise Shares shall be 598,431.34 shares of the Companys Preferred Stock total, 179,529.40 issuable upon exercise of this Warrant to OR Lending LLC, 299,215.67 issuable upon exercise of this Warrant to OR Tech Lending LLC and 119,686.27 issuable upon exercise of this Warrant to OR BL LLC, subject to adjustment pursuant to Section 5 below.