FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [__], 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”).
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, 2021Merger Agreement • 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”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on August 22, 2021, by and between NextGen Acquisition Corp. II, a Cayman Islands exempted company (“NextGen”), and the undersigned subscriber (the “Investor”).
FORM OF STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
This Stockholders’ Agreement (this “Agreement”) is made as of August [__], 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”).
FORM OF STOCKHOLDER SUPPORT AGREEMENTStockholder Support 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.
FORM OF SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 23rd, 2021 • NextGen Acquisition Corp. II • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of August [__], 2021, by and among NextGen Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), 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”), 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.
