VIL and Fifteenth joinder agreement, dated December 29, 2021, to the Amended and Restated Registration Rights Agreement
Exhibit 10.1(b)
REGISTRATION RIGHTS AGREEMENT JOINDER
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.
By executing and delivering this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, each of VIL and Fifteenth hereby agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a VO Holder and each of VIL and Fifteenth hereby agrees to become a party to, be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities in the same manner as if each of VIL and Fifteenth were an original signatory to the Registration Rights Agreement, and each of VIL and Fifteenth’s shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein. The parties hereby agree that any reference to a VO Holder in the Registration Rights Agreement after the date hereof shall include both VIL and Fifteenth and any references to a Holder in the Registration Rights Agreement after the date hereof shall include VIL and Fifteenth as memorialized by this Joinder.
Pursuant to Section 2.1.4 of the Registration Rights Agreement, the VO Holders may collectively demand, in the aggregate, not more than four (4) Underwritten Shelf Takedowns in any twelve (12) month period. The parties hereby agree that VIL and Fifteenth may each demand not more than two (2) Underwritten Shelf Takedowns in any twelve (12) month period.
[Signature Pages Follow]
Accordingly, the undersigned has executed and delivered this Joinder as of the 29th day of December,2021
| Virgin Investments Limited | ||
| By: | /s/ James Cahillane | |
| Name: | James Cahillane | |
| Its: | Authorized Signatory | |
| Address: | |
| Virgin Investments Limited | |
| Craigmuir Chambers | |
| PO Box 71 | |
| Road Town, Tortola, VG 1110 | |
| British Virgin Islands |
| with copy to: | |
| Virgin Management USA, Inc. | |
| 65 Bleecker Street, 6th Floor | |
| New York, NY 10012 |
[Signature page to Joinder]
Accordingly, the undersigned has executed and delivered this Joinder as of the 29th day of December, 2021.
| Virgin Investments Limited | ||
| By: | ||
| Name: | ||
| Its: | ||
| Address: | |
| Virgin Investments Limited | |
| Craigmuir Chambers | |
| PO Box 71 | |
| Road Town, Tortola, VG 1110 | |
| British Virgin Islands |
| with copy to: | |
| Virgin Management USA, Inc. | |
| 65 Bleecker Street, 6th Floor | |
| New York, NY 10012 |
| Fifteenth Investment Company LLC | ||
| By: | /s/ Andre Namphy | |
| Name: | Andre Namphy | |
| Its: | Authorised Signatory | |
| Address: | |
| Fifteenth Investment Company LLC | |
| Mamoura A, Muroor Street, Abu Dhabi | |
| United Arab Emirates, PO Box 45005 | |
| Attention: Andre Namphy |
[Signature page to Joinder]
Agreed and Accepted as of
December 29, 2021
| Virgin Orbit Holdings, Inc. | ||
| By: | /s/ Dan Hart | |
| Name: | Dan Hart | |
| Its: | Chief Executive Officer | |
[Signature page to Joinder]
