Virgin Galactic Holdings, Inc. Indemnification and Advancement AgreementIndemnification and Advancement 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.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 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 USA, Inc., a Delaware corporation (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 or Section 6.10 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 • 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.
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 3rd, 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 USA, Inc., a Delaware corporation (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”).
DEED OF AMENDMENT THIS DEED is made on 2 October 2019 BETWEEN:Social Capital Hedosophia Holdings Corp. • October 3rd, 2019 • Blank checks
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”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”), effective as of October 2, 2019, entered into by and among Social Capital Hedosophia Holdings Corp., a Cayman Islands exempted company limited by shares (“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”), Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (“Vieco 10”), Vieco USA, Inc., a Delaware corporation (the “Holder”), TSC Vehicle Holdings, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Vieco 10 (“Company A”), Virgin Galactic Vehicle Holdings, Inc., a Delaware corp
PRIVATE & CONFIDENTIAL May 17, 2019 Mike P. MosesSocial Capital Hedosophia Holdings Corp. • October 3rd, 2019 • Blank checks
1st AMENDMENT TO LEASELease • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
THIS 1st AMENDMENT TO LEASE (“1st Amendment”) dated as of June 2, 2014 is attached to and made a part of that certain written Lease Agreement (“Lease”) entered into by and between Mojave Air & Space Port (“Landlord”) and TSC, LLC, a Delaware limited liability company (“Tenant”) dated March 1, 2013 for that certain property located at Acreage, as more specifically designated on Exhibit A, Mojave, California.
ASSIGNMENT, CONSENT AND WAIVER AGREEMENTAssignment, Consent and Waiver Agreement • October 3rd, 2019 • Social Capital Hedosophia Holdings Corp. • Blank checks
This Assignment, Consent and Waiver Agreement (this “Agreement”), is made and entered as of October 2, 2019, by and between Vieco 10 Limited, a company limited by shares under the laws of the British Virgin Islands (“Vieco 10”), 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 as Virgin Galactic Holdings, Inc., a Delaware corporation prior to the closing of the Merger (the “Company”), Chamath Palihapitiya (the “CP Holder”), and Vieco USA, Inc., a Delaware corporation and a direct subsidiary of Vieco 10 (“Vieco US”). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
