REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 22, 2021, is made and entered into by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor II LLC, a Cayman Islands exempted limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (together with the sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
Underwriting AgreementUnderwriting Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 35,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 5,250,000 additional units, if any (the “Optional Units,” the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called, the “Units”).
NEXTGEN ACQUISITION CORP. IINextGen Acquisition Corp. II • March 4th, 2021 • Blank checks • New York
NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer NextGen Sponsor II LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 11,500,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “ Class B Shares”), up to 1,500,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares ” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as us
INDEMNITY AGREEMENTIndemnity Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of March 22, 2021 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT NEXTGEN ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated March 22, 2021Warrant Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated March 22, 2021, is by and between NextGen Acquisition Corp. II, 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of March 22, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and NextGen Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 4th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between NextGen Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Virgin Orbit Holdings, Inc. Indemnification and Advancement AgreementIndemnification and Advancement Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of December 29, 2021, by and between Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”) (f/k/a NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), and [NAME], 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.
NextGen Acquisition Corp. II Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • 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 NextGen Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Goldman Sachs & Co. LLC and Credit Suisse Securities (USA) LLC, as the representatives (the “Representatives”) of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 40,250,000 of the Company’s units (including up to 5,250,000 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 (each, an “Ordinary Share”), and one-fifth of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. Th
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2021, is made and entered into by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), NextGen Sponsor II LLC, a Cayman Islands exempted company (the “Sponsor”), certain former stockholders of Vieco USA, Inc., a Delaware corporation (“Vieco USA”), identified on the signature pages hereto (such stockholders, the “VO Holders” and, collectively with the Sponsor, the VO Holders, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(a)(6). STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • April 4th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 28, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and VIRGIN ORBIT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware (the “Company”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 6th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 28, 2022, is between VIRGIN ORBIT HOLDINGS, INC., a company incorporated under the laws of the State of Delaware, with principal executive offices located at 4022 E. Conant Street, Long Beach, CA 90808 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively the “Buyers”).
AGREEMENT AND PLAN OF MERGER by and among NEXTGEN ACQUISITION CORP. II, PULSAR MERGER SUB, INC. and VIECO USA, INC. dated as of August 22, 2021Agreement and Plan of Merger • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of August 22, 2021 (this “Agreement”), is made and entered into by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Pulsar Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Vieco USA, Inc., a Delaware corporation (the “Company”).
VIRGIN ORBIT HOLDINGS, INC. SENIOR SECURED CONVERTIBLE NOTE DUE 2024 SUBSCRIPTION AGREEMENT February 28, 2023Subscription Agreement • April 17th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This agreement (the “Agreement”) is made effective as of February 28, 2023 by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and Virgin Investments Limited (“VIL” or the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 28, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (“NextGen”), and the undersigned subscriber (the “Investor”). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Transaction Agreement (as defined below).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between NextGen Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ASSET PURCHASE AGREEMENT BY AND AMONG VIRGIN ORBIT HOLDINGS, INC., AS THE SELLER, EACH OF THE AFFILIATES OF THE SELLER LISTED ON SCHEDULE I AND INLIPER ACQUISITION, LLC AND LIQUIDITY SERVICES OPERATIONS, LLC, AS THE BUYER DATED AS OF MAY 24, 2023Asset Purchase Agreement • May 30th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
VIRGIN ORBIT HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND VIRGIN INVESTMENTS LIMITED First Amendment Dated as of February 28, 2023 to Senior Secured Convertible Note due 2024, issued November 4, 2022 Senior Secured Convertible Note due 2024, issued...Virgin Orbit Holdings, Inc. • April 17th, 2023 • Search, detection, navagation, guidance, aeronautical sys
NOTE AMENDMENT, dated as of February 28, 2023 (this “Amendment”), between VIRGIN ORBIT HOLDINGS, INC., as issuer (the “Company”), the Guarantors party hereto (the “Guarantors”) and VIRGIN INVESTMENTS LIMITED (“VIL” or the “Holder”).
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT Dated as of April 6, 2023, Among VIRGIN ORBIT HOLDINGS, INC., as Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as Borrower, The Lenders from Time...Credit Agreement • May 19th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • California
This letter (the “Agreement and Release”) confirms our agreement with regard to the separation of your employment with Virgin Orbit, LLC and Virgin Orbit Holdings, Inc. (together, the “Company”) effective [DATE] (the “Separation Date”). Our complete understanding and agreement with respect to your separation from the Company is set forth below.
NextGen Acquisition Corp. II 2255 Glades Road, Suite 324A Boca Raton, FL 33431Administrative Services Agreement • March 25th, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of December 29, 2021, by and among Virgin Orbit Holdings, Inc., a Delaware corporation (the “Company”) (f/k/a NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation) and Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “VO Holder” and together with any individual or entity who hereafter becomes a party to this Agreement pursuant to Section 15, the “Voting Parties” and each a “Voting Party”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • April 4th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS DIRECTOR AGREEMENT (the “Agreement”) is made as of March 30, 2023, by and between Virgin Orbit Holdings, Inc. (the “Company”), and Jill Frizzley (“Director”).
DEED OF NOVATION, AMENDMENT AND RESTATEMENTMerger Agreement • September 16th, 2021 • NextGen Acquisition Corp. II • Blank checks
REGISTRATION RIGHTS AGREEMENT JOINDERRegistration Rights Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (“VIL”), and Fifteenth Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (“Fifteenth”), are executing and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement, dated as of December 29, 2021 (as the same may hereafter be amended, the “Registration Rights Agreement”), among Virgin Orbit 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.
FIRST AMENDMENTCredit Agreement • May 19th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of May 1, 2023 (this “First Amendment”), among Virgin Orbit Holdings, Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), the Guarantors party hereto, Virgin Investments Limited, as Lender (in such capacity, the “Lender”), and Virgin Investments Limited, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).
FORM OF STOCKHOLDER SUPPORT AGREEMENTJoinder Agreement • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of [__], 2021, by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “Company Stockholder”), and Vieco USA, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENTCredit Agreement • May 19th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This SECOND AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of May 15, 2023 (this “Second Amendment”), among Virgin Orbit Holdings, Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), the Guarantors party hereto, Virgin Investments Limited, as Lender (in such capacity, the “Lender”), and Virgin Investments Limited, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).
Joinder AgreementJoinder Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholder Support Agreement, dated as of August 22, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation), Vieco USA, Inc., a Delaware corporation, and Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 28, 2022 by and among VIRGIN ORBIT HOLDINGS, INC., a Delaware corporation (the “Company”), and YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor”).
AMENDMENT NO. 1 TO DEBENTUREDebenture • March 28th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
This AMENDMENT NO. 1 is dated as of March 22, 2023 (this “Amendment”), and relates to that certain Convertible Debenture issued on June 29, 2022 (the “Debenture”) by Virgin Orbit Holdings, Inc. (the “Company”) to YA II PN, Ltd. (the “Holder” and together with the Company, the “Parties”). Capitalized terms used and not defined in this Amendment shall have the meanings assigned to them in the Debenture.
Joinder AgreementJoinder Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Stockholder Support Agreement, dated as of August 22, 2021 (as amended, supplemented or otherwise modified from time to time, the “Support Agreement”), by and among NextGen Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation), Vieco USA, Inc., a Delaware corporation, and Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Support Agreement.
THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENTCredit Agreement • June 5th, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
This THIRD AMENDMENT TO SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION TERM LOAN CREDIT AGREEMENT, dated as of June 1, 2023 (this “Third Amendment”), among Virgin Orbit Holdings, Inc., a Delaware corporation and a debtor and debtor-in-possession under chapter 11 of the Bankruptcy Code (the “Borrower”), the Guarantors party hereto, Virgin Investments Limited, as Lender (in such capacity, the “Lender”), and Virgin Investments Limited, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement (as defined below).
SECURITY AGREEMENTSecurity Agreement • February 1st, 2023 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York
STOCKHOLDERS’ AGREEMENT JOINDERStockholders’ Agreement • January 5th, 2022 • Virgin Orbit Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys
Virgin Investments Limited, a company limited by shares under the laws of the British Virgin Islands (“VIL”), and Fifteenth Investment Company LLC, a limited liability company established under the laws of the Emirate of Abu Dhabi (“Fifteenth”), are executing and delivering this joinder (this “Joinder”) pursuant to the Stockholders’ Agreement, dated as of December 29, 2021 (as the same may hereafter be amended, the “Stockholders’ Agreement”), among Virgin Orbit 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.
