EQUITY EXCHANGE RIGHT AGREEMENT
THIS EQUITY EXCHANGE RIGHT AGREEMENT (this Agreement) is made and entered into as of July , 2021, by and between Blend Labs Inc., a Delaware corporation (the Company), and Nima Ghamsari (the Executive).
WHEREAS, the Companys board of directors (the Board) has determined that it is in the best interests of the Company and its stockholders to implement a multi class common stock structure in connection with the Companys initial public offering of its capital stock (the IPO) to, among other things, enable the Company to execute its long-term vision;
WHEREAS, in connection with the IPO, the Board has approved an Amended and Restated Certificate of Incorporation of the Company (the Amended and Restated Certificate of Incorporation), which, among other things, if effected, would create three classes of common stock of the Company, Class A Common Stock, par value $0.00001 per share (Class A Common Stock), entitling holders to one (1) vote for each share thereof held, Class B Common Stock, par value $0.00001 per share (Class B Common Stock), entitling holders to forty (40) votes for each share thereof held, and Class C Common Stock, par value $0.00001 per share, entitling holders to zero votes per share unless otherwise required by applicable law;
WHEREAS, Executive holds one or more awards of options to purchase Class A Common Stock (following the Reclassification, as defined in the Amended and Restated Certificate of Incorporation) that will be outstanding as of immediately prior to the effectiveness of the filing of the Amended and Restated Certificate of Incorporation (the Effective Time) as set forth in Exhibit A (each, an Executive Equity Award) and each Executive Equity Award has been granted under the Companys 2012 Equity Incentive Plan, as amended and restated, and the award agreement memorializing such Executive Equity Award (collectively, the Equity Documents); and
WHEREAS, as part of the implementation of the multi class common stock structure, the Board has determined that it is advisable and in the best interest of the Company and all of its stockholders, including its stockholders other than Executive, to provide Executive with the right to require the Company to exchange shares of Class A Common Stock that Executive acquires upon the exercise of an Executive Equity Award for a number of shares of Class B Common Stock of equivalent value as determined on the date of the exchange (which is expected to be on a one share-for-one share basis), subject to the terms and conditions set forth in this Agreement; and.
WHEREAS, the parties intend that no gain or loss will be recognized in any Exchange (as defined below) pursuant to Sections 368(a)(1)(E) and/or 1036 of the Internal Revenue Code of 1986, as amended (the Code).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereto agree as follows:
PUT RIGHT AND EXCHANGE AND ISSUANCE OF CLASS B COMMON STOCK
1.1 Grant of Put Right. Effective immediately following the Effective Time, and subject to the terms and provisions of this Agreement (including Section 1.2(a) below), the Company hereby irrevocably grants to Executive the right (the Put Right) to require the Company to exchange any