AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of October 25, 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 Chamath Palihapitiya (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).
WHEREAS, the Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of September 13, 2017 (the Original RRA);
WHEREAS, the Company has entered into that certain Agreement and Plan of Merger, dated as of July 9, 2019, as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated as of October 2, 2019 (as it may be amended or supplemented from time to time, the Merger Agreement), by and among the Company, the VG Stockholder and the other parties thereto;
WHEREAS, pursuant to the Merger Agreement, the VG Stockholder will receive shares of common stock, par value $0.0001 per share (the Common Stock), of the Company; and
WHEREAS, the Company and the Holders desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:
Additional Holder shall have the meaning given in Section 6.10.
Additional Holder Common Stock shall have the meaning given in Section 6.10.
Adverse Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.