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.
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”).
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.
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”).
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.
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.
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.
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.
