This Stockholders Agreement (this Agreement) is made as of October 25, 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 Chamath Palihapitiya (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).
WHEREAS, the Company, Foundation Sub 1, Inc., a Delaware corporation (Merger Sub A), Foundation Sub 2, Inc., a Delaware corporation (Merger Sub B), Foundation Sub, LLC, a Delaware limited liability company (Merger Sub LLC and, together 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 (Vieco 10), the VG 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 VG Companies), have entered into an Agreement and Plan of Merger, dated as of July 9, 2019 as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of October 2, 2019 (as amended or modified from time to time, the Merger Agreement), pursuant to which, among other transactions, (i) Merger Sub A is to merge with and into TSCV, with TSCV continuing on as the surviving entity, (ii) Merger Sub B is to merge with and into VGVH, with VGVH continuing on as the surviving entity and (iii) Merger Sub LLC is to merge with and into VGH, with VGH continuing on as the surviving entity, in each case, on the terms and conditions set forth therein;
WHEREAS, in connection with the Merger, the Company and the Voting Parties are party to a Registration Rights Agreement, dated as of the date hereof (as it may be amended, supplemented, restated and/or modified from time to time, the Registration Rights Agreement);
WHEREAS, in connection with the Merger, the Voting Parties have agreed to execute and deliver this Agreement;
WHEREAS, as of immediately following the closing of the Merger (the Closing) each of the Voting Parties Beneficially Owns (as defined below) the respective number of shares of common stock, par value $0.0001 per share, of the Company (the Common Stock), set forth on Annex A hereto;
WHEREAS, the Voting Parties in the aggregate Beneficially Own (as defined below) shares of Common Stock representing more than fifty percent (50%) of the outstanding voting power of the Company;
WHEREAS, the number of shares of Common Stock Beneficially Owned by each Voting Party may change from time to time, in accordance with the terms of (x) the Certificate of Incorporation of the Company, as it may be amended, supplemented and/or restated from time to time (the Charter), (y) the by-laws of the Company and (z) the Registration Rights Agreement, which changes shall be reported by each Voting Party in accordance with the applicable provisions of the Securities Exchange Act of 1934, as amended (the Exchange Act);