AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 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 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “VG Stockholder”), and [CP Stockholder]1 (“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 of this Agreement, a “Holder” and collectively the “Holders”).
SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP. DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENTDirector Restricted Stock Unit Award Agreement • August 7th, 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.
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of [●], 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 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “VG Holder”), SCH Sponsor Corp., a Cayman Islands exempted company (the “SCH Holder”), and [CP Holder]1 (“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 • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [ • ], 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”).
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 [ ] 2019Transitional Services Agreement • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • 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.
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.
FACILITIES LEASE between VIRGIN GALACTIC, LLC and NEW MEXICO SPACEPORT AUTHORITYFacilities Lease • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New Mexico
The New Mexico Spaceport Authority (the “Authority”) and Virgin Galactic LLC, a Delaware limited liability company (“Virgin;” the Authority and Virgin being sometimes collectively referred to as the “Parties”) agree:
SPACECRAFT TECHNOLOGY LICENSE AGREEMENTSpacecraft Technology License Agreement • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New York
THIS SPACECRAFT TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is entered into as of September 24, 2004 (the “Signature Date”), by and between Mojave Aerospace Ventures, LLC, a Delaware limited liability company (“MAV”), and Virgin Galactic LLC, a Delaware limited liability company (“Virgin”).
ContractSocial Capital Hedosophia Holdings Corp. • August 7th, 2019 • Blank checks • England
[***] 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.
FIRST AMENDMENT TO FACILITIES LEASEFacilities Lease • August 7th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • New Mexico
The New Mexico Spaceport Authority (the “Authority”) and Virgin Galactic LLC, a Delaware limited liability company (“Virgin”), agree:
