AGREEMENT AND PLAN OF MERGER by and among SOCIAL CAPITAL HEDOSOPHIA HOLDINGS CORP., FOUNDATION SUB 1, INC., FOUNDATION SUB 2, INC., FOUNDATION SUB LLC, TSC Vehicle Holdings, Inc., Virgin Galactic Vehicle Holdings, Inc., VGH, LLC and VIECO 10 Limited...Agreement and Plan of Merger • July 11th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 9, 2019 (this “Agreement”), is made and entered into by and among Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), Foundation Sub 1, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub A”), Foundation Sub 2, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub B”), Foundation Sub LLC a Delaware limited liability company and a direct wholly owned subsidiary of Acquiror (“Merger Sub LLC” collectively with Merger Sub A and Merger Sub B, the “Merger Subs” and each, a “Merger Sub”), Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “Holder”), TSC Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of the Holder (which shall become a dir
PURCHASE AGREEMENTPurchase Agreement • July 11th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 9, 2019, by and among Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares, which shall deregister as a Cayman Islands exempted company and continue and domesticate (the “Domestication”) as Virgin Galactic Holdings, Inc., a Delaware corporation prior to the closing of the Merger (defined below) (the “Company”), Chamath Palihapitiya (the “CP Holder”), and Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (the “Holder”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 11th, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of July 9, 2019, by and among SCH Sponsor Corp., a Cayman Islands exempted company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Social Capital Hedosophia Corp., 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 “Holder”), TSC Vehicle Holdings, Inc., a Delaware corporation (“TSCV”), Virgin Galactic Vehicle Holdings, Inc., a Delaware corporation (“VGVH”), and VGH, LLC, a Delaware limited liability company (“VGH” and, together with TSCV and VGVH, the “Companies” and each, a “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to s
