REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2017, is made and entered into by and among Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
60,000,000 Units Social Capital Hedosophia Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
Each unit (the “Unit(s)”) consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant, where each whole warrant entitles the holder to purchase one Ordinary Share (the “Warrant(s)”). The Ordinary Shares and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one O
WARRANT AGREEMENT SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of September 13, 2017Warrant Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 13, 2017, is by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnification Agreement • March 11th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 7th, 2024 • Virgin Galactic Holdings, Inc • Transportation services • New York
Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 on the terms set forth in this agreement (this “Agreement”).
Virgin Galactic Holdings, Inc. Indemnification and Advancement AgreementIndemnification Agreement • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , by and between Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”) (f/k/a Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and , a member of the Board of Directors or an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all agreements between the Indemnitee and the Company, entered into prior to the Company’s domestication as a Delaware corporation, to the extent covering the indemnification of such Indemnitee as a member of the Board of Directors or an officer of the Company.
INDEMNITY AGREEMENTIndemnification & Liability • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
Social Capital Hedosophia Holdings Corp.Underwriting Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 69,000,000 of the Company’s units (including up to 9,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on F
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 13, 2017 (as it may from time to time be amended, this “Agreement”), is entered into by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and SCH Sponsor Corp., a Cayman Islands exempted company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 29th, 2019 • Virgin Galactic Holdings, Inc • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 25, 2019, is made and entered into by and among Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor”), Vieco USA, Inc., a Delaware corporation (the “VG Stockholder”), and Chamath Palihapitiya (“CP Stockholder” and, together with the Sponsor, the VG Stockholder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 1st, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2017, by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
2.50% Convertible Senior Notes due 2027Indenture • January 20th, 2022 • Virgin Galactic Holdings, Inc • Transportation services • New York
INDENTURE, dated as of January 19, 2022, between Virgin Galactic Holdings, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 22, 2021 (the “Effective Date”), is entered into by and between Galactic Co., LLC, a Delaware limited liability company (the “Company”) and Swami Iyer (the...Employment Agreement • February 28th, 2023 • Virgin Galactic Holdings, Inc • Transportation services • California
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This Director Restricted Stock Unit Award Agreement (this “RSU Award Agreement”), dated as of , (the “Grant Date”), is made by and between Social Capital Hedosophia Holdings Corp., an exempted company incorporated under the laws of the Cayman Islands (which is expected to domesticate (the “Domestication”) as a Delaware corporation prior to the consummation of the VG Business Combination) (the “Company”), and (the “Participant”). The terms of this RSU Award Agreement shall be governed by the terms of the omnibus equity incentive plan to be adopted by the Company and submitted for approval by the Company’s shareholders in connection with the VG Business Combination (the “Plan”). Certain capitalized terms used herein and not otherwise defined are defined in Section 6 hereof.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2020 • Virgin Galactic Holdings, Inc • Transportation services • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 13, 2020 and effective as of July 20, 2020 (the “Amended Effective Date”), is entered into by and between Virgin Galactic, LLC, a Delaware limited liability company (“OpCo”), Virgin Galactic Holdings, Inc. (“PubCo” and, together with OpCo, the “Company”) and George Whitesides (the “Executive”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 13, 2017, by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Social Capital Hedosophia Holdings Corp.Underwriting Agreement • September 1st, 2017 • Social Capital Hedosophia Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on F
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 14th, 2020 • Virgin Galactic Holdings, Inc • Transportation services • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of January 13, 2020 (the “Amended Effective Date”), is entered into by and between The Spaceship Company, LLC, a Delaware limited liability company (“TSC”), Virgin Galactic Holdings, LLC, a Delaware limited liability company (“OpCo”), Virgin Galactic Holdings, Inc. (“PubCo” and, together with TSC and OpCo, the “Company”) and Enrico Palermo (the “Executive”).
Lease AgreementLease Agreement • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • California
THIS LEASE (‘Lease’) is entered into as of March 1, 2013, by Mojave Air and Space Port, a California Airport District (“Landlord”), and TSC, LLC, a Delaware limited liability company, (“Tenant”).
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 29th, 2019 • Virgin Galactic Holdings, Inc • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of October 25, 2019, by and among Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”) (f/k/a Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Vieco USA, Inc., a Delaware corporation (the “VG Holder”), SCH Sponsor Corp., a Cayman Islands exempted company (the “SCH Holder”), and Chamath Palihapitiya (“CP Holder” and, together with the VG Holder, the SCH Holder and any individual or entity who hereafter becomes a party to this Agreement pursuant to Section 15, the “Voting Parties” and each a “Voting Party”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • October 29th, 2019 • Virgin Galactic Holdings, Inc • Blank checks • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of October 25, 2019 (the “Effective Date”) by and among TSC, LLC, a Delaware limited liability company (“TSC”), Virgin Galactic, LLC a Delaware limited liability company (“VG”), Galactic Ventures LLC (“GV”) and Virgin Orbit, LLC, a Delaware limited liability company (“VO”).
VIRGIN GALACTIC HOLDINGS, INC. Common Stock $0.0001 Par Value DISTRIBUTION AGENCY AGREEMENTDistribution Agreement • June 22nd, 2023 • Virgin Galactic Holdings, Inc • Transportation services • New York
TRANSITIONAL SERVICES AGREEMENT Between Virgin Management Limited (“VML”) The Battleship Building London W2 6NB United Kingdom; and Virgin Galactic Limited (“VGL”) The Battleship Building London W2 6NB United Kingdom Dated 25 October 2019Transitional Services Agreement • October 29th, 2019 • Virgin Galactic Holdings, Inc • Blank checks • England and Wales
This agreement (“Agreement”) sets out the terms on which VML will allow VGL to access services that VML receives from certain third parties and the respective obligations of VML and VGL.
Social Capital Hedosophia Holdings Corp. Re: CFO Appointment Mr. Trieu:Cfo Appointment Agreement • March 11th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in connection with your appointment to the board of directors of Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s initial public offering (the “Public Offering”), of 69,000,000 of the Company’s units (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Securities and Exchange Commission (the “Commission”) and the Units are listed on the New York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 11 hereof.
DEED OF AMENDMENT THIS DEED is made on 2 October 2019 BETWEEN:Deed of Amendment • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
MASTER AGREEMENTMaster Agreement • August 4th, 2022 • Virgin Galactic Holdings, Inc • Transportation services • Delaware
This MASTER AGREEMENT (hereinafter referred to as “Master Agreement”) is made as of July 4, 2022 (“Effective Date”), between Aurora Flight Sciences Corporation (hereinafter “AFS”), a Delaware corporation and wholly owned subsidiary of The Boeing Company, having a place of business at 9950 Wakeman Drive, Manassas, VA 20110, and Virgin Galactic, LLC, a direct wholly-owned subsidiary of Virgin Galactic Holdings, Inc. (hereinafter “VG”), a Delaware limited liability company, having a place of business at 16555 Spaceship Landing Way, Mojave, CA, 93501. VG and AFS are collectively referred to as “Parties” and individually as the “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
This EMPLOYMENT AGREEMENT (this “Agreement”), is made as of May 17, 2010, by and between Virgin Galactic, LLC, a Delaware limited liability company (the “Company”), and George T. Whitesides, an individual (the “Executive” or “you”).
REGISTRATION RIGHTS AGREEMENT JOINDERRegistration Rights Agreement • May 1st, 2020 • Virgin Galactic Holdings, Inc • Transportation services
The undersigned is executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of October 25, 2019 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), and the other Persons named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration Rights Agreement.
Page 2 [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. hours...Master Agreement • May 7th, 2024 • Virgin Galactic Holdings, Inc • Transportation services
VIRGIN GALACTIC HOLDINGS, INC. Common Stock $0.0001 Par Value DISTRIBUTION AGENCY AGREEMENTDistribution Agency Agreement • May 11th, 2020 • Virgin Galactic Holdings, Inc • Transportation services • New York
Not subject to EAR or ITAR export regulations. Virgin Galactic, LLC Proprietary [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely...Master Agreement • February 28th, 2023 • Virgin Galactic Holdings, Inc • Transportation services • Delaware
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 10th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of September 9, 2019, by and between Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
THE MASTER AGREEMENTMaster Agreement • November 6th, 2024 • Virgin Galactic Holdings, Inc • Transportation services
This Amendment Number 3 (“Amendment 3”) to the Master Agreement dated October 28, 2022 (“Master Agreement”) and as amended on June 13, 2023 (“Amendment 1”) is entered into as of September 3, 2024 (“Amendment 3 Effective Date”), between Qarbon Aerospace (Foundation), LLC, a Delaware limited liability company having a place of business at 300 S. Austin Blvd, Red Oak, Texas, 75154 (“Supplier”) and Virgin Galactic, LLC, a Delaware limited liability company, having a place of business at 1700 Flight Way Tustin, California, 92782 (“Buyer”). Buyer and Supplier may also mean respectively, individually or collectively, “Party” or “Parties.”
STOCKHOLDERS’ AGREEMENT JOINDERStockholders’ Agreement • July 31st, 2020 • Virgin Galactic Holdings, Inc • Transportation services
Virgin Investments Limited, a company limited by shares under the British Virgin Islands (“VIL”) and Aabar Space, Inc., a company incorporated under the laws of the British Virgin Islands (“Aabar”) are executing and delivering this joinder (this “Joinder”) pursuant to the Stockholders’ Agreement, dated as of October 25, 2019 (as the same may hereafter be amended, the “Stockholders’ Agreement”), among Virgin Galactic Holdings, Inc., a Delaware corporation (the “Company”), and the other Persons named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Stockholders’ Agreement.
ContractSpacecraft Technology License Agreement • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
